AMENDED AND RESTATED
                                February 9, 1999
 
                                  B Y - L A W S
 
                                       OF
 
                                 MARITRANS INC.
 
                            (a Delaware Corporation)
 
 
                                    ARTICLE I
 
                             Offices and Fiscal Year
 
         SECTION 1.01. Registered Office.--The registered office of the
corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware until otherwise established by resolution of the board of directors,
and a certificate certifying the change is filed in the manner provided by
statute.
 
         SECTION 1.02. Other Offices.--The corporation may also have offices at
such other places within or without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation
requires.
 
         SECTION 1.03. Fiscal Year.--The fiscal year of the corporation shall
end on the 31st day of December in each year.
 
 
                                   ARTICLE II
 
                           Notice - Waivers - Meetings
 
 
 
<PAGE>
                                      
         SECTION 2.01. Notice, What Constitutes.--Whenever, under the provisions
of the Delaware General Corporation Law ("GCL") or the certificate of
incorporation or of these By-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail or by telegram (with messenger
service specified), telex or TWX (with answerback received) or courier service,
charges prepaid, or by facsimile transmission to the address (or to the telex,
TWX, facsimile or telephone number) of the person appearing on the books of the
corporation, or in the case of directors, supplied to the corporation for the
purpose of notice. If the notice is sent by mail, telegraph or courier service,
it shall be deemed to be given when deposited in the United States mail or with
a telegraph office or courier service for delivery to that person or, in the
case of telex or TWX, when dispatched, or in the case of facsimile transmission,
when received.
 
         SECTION 2.02. Notice of Meetings of Board of Directors.--Notice of a
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of notice by
telegraph, courier service or express mail) or five days (in the case of notice
by first class mail) before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
board need be specified in a notice of the meeting.
 
         SECTION 2.03. Notice of Meetings of Stockholders.--Written notice of
the place, date and hour of every meeting of the stockholders, whether annual or
special, shall be given to each stockholder of record entitled to vote at the
meeting not less than ten nor more than 60 days before the date of the meeting.
Every notice of a special meeting shall state the purpose or purposes thereof.
If the notice is sent by mail, it shall be deemed to have been given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at the address of the stockholder as it appears on the records of
the corporation.
 
         SECTION 2.04.  Waivers of Notice.
 
         (a) Written Waiver.--Whenever notice is required to be given under any
provisions of the GCL or the certificate of incorporation or these By-laws, a
written waiver, signed by the person or persons entitled to the notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice of such meeting.
 
         (b) Waiver by Attendance.--Attendance of a person at a meeting, either
in person or by proxy, shall constitute a waiver of notice of such meeting,
except where a 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 was not lawfully called or convened.
 
         SECTION 2.05.  Exception to Requirements of Notice.
 
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<PAGE>
 
 
         (a) General Rule.--Whenever notice is required to be given, under any
provision of the GCL or of the certificate of incorporation or these By-laws, to
any person with whom communication is unlawful, the giving of such notice to
such person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person. Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have the same force
and effect as if such notice had been duly given.
 
         (b) Stockholders Without Forwarding Addresses.--Whenever notice is
required to be given, under any provision of the GCL or the certificate of
incorporation or these By-laws, to any stockholder to whom (i) notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to such person during the period
between such two consecutive annual meetings, or (ii) all, and at least two,
payments (if sent by first class mail) of dividends or interest on securities
during a 12 month period, have been mailed addressed to such person at his
address as shown on the records of the corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required.
Any action or meeting which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had been duly given. If
any such person shall deliver to the corporation a written notice setting forth
the person's then current address, the requirement that notice be given to such
person shall be reinstated.
 
         SECTION 2.06. Conference Telephone Meetings.--One or more directors may
participate in a meeting of the board, or of a committee of the board, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.
 
 
                                   ARTICLE III
 
                            Meetings of Stockholders
 
         SECTION 3.01. Place of Meeting.--All meetings of the stockholders of
the corporation shall be held at the registered office of the corporation, or at
such other place within or without the State of Delaware as shall be designated
by the board of directors in the notice of such meeting.
 
         SECTION 3.02. Annual Meeting.--The board of directors may fix and
designate the date and time of the annual meeting of the stockholders, but if no
such date and time is fixed and designated by the board, the meeting for any
calendar year shall be held on the second Wednesday of May in such year, if not
a legal holiday under the laws of Delaware, and, if a legal holiday, then on the
next succeeding business day, not a Saturday, at 10:00 o'clock A.M., and at said
meeting the stockholders then entitled to vote shall elect directors and shall
transact such other business as may properly be brought before the meeting.
 
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<PAGE>
 
 
         SECTION 3.03. Special Meetings.--Special meetings of the stockholders
of the corporation may be called at any time by the chairman of the board, a
majority of the board of directors or the president and chief executive officer.
At any time, upon the written request of any person or persons who have duly
called a special meeting, which written request shall state the purpose or
purposes of the meeting, it shall be the duty of the secretary to fix the date
of the meeting which shall be held at such date and time as the secretary may
fix, not less than ten nor more than 60 days after the receipt of the request,
and to give due notice thereof. If the secretary shall neglect or refuse to fix
the time and date of such meeting and give notice thereof, the person or persons
calling the meeting may do so.
 
         SECTION 3.04.  Quorum, Manner of Acting and Adjournment.
         (a) Quorum.--The holders of a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders except as otherwise provided by the GCL, by the
certificate of incorporation or by these By-laws. If a quorum is not present or
represented at any meeting of the stockholders, the stockholders 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 is present or represented. At any such adjourned
meeting at which a quorum is present or represented, the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 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 stockholder of record entitled to vote at the
meeting.
 
         (b) Manner of Acting.--Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote thereon shall
be the act of the stockholders, unless the question is one upon which, by
express provision of the applicable statute, the certificate of incorporation or
these By-laws, a different vote is required in which case such express provision
shall govern and control the decision of the question. The stockholders present
in person or by proxy at a duly organized meeting can continue to do business
until adjournment, notwithstanding withdrawal of enough stockholders to leave
less than a quorum.
 
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<PAGE>
 
 
         SECTION 3.05. Organization.--At every meeting of the stockholders, the
chairman of the board, if there be one, or in the case of a vacancy in the
office or absence of the chairman of the board, one of the following persons
present in the order stated: the vice chairman, if one has been appointed, the
president and chief executive officer, the vice presidents in their order of
rank or seniority, a chairman designated by the board of directors or a chairman
chosen by the stockholders entitled to cast a majority of the votes which all
stockholders present in person or by proxy are entitled to cast, shall act as
chairman, and the secretary, or, in the absence of the secretary, an assistant
secretary, or in the absence of the secretary and the assistant secretaries, a
person appointed by the chairman, shall act as secretary.
 
         SECTION 3.06.  Voting.
 
         (a) General Rule.--Unless otherwise provided in the certificate of
incorporation, each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock having voting power held by such
stockholder.
 
         (b)  Voting and Other Action by Proxy.--
 
                  (1) A stockholder may execute a writing authorizing another
         person or persons to act for the stockholder as proxy. Such execution
         may be accomplished by the stockholder or the authorized officer,
         director, employee or agent of the stockholder signing such writing or
         causing his or her signature to be affixed to such writing by any
         reasonable means including, but not limited to, by facsimile signature.
         A stockholder may authorize another person or persons to act for the
         stockholder as proxy by transmitting or authorizing the transmission of
         a telegram, cablegram, or other means of electronic transmission to the
         person who will be the holder of the proxy or to a proxy solicitation
         firm, proxy support service organization or like agent duly authorized
         by the person who will be the holder of the proxy to receive such
         transmission if such telegram, cablegram or other means of electronic
         transmission sets forth or is submitted with information from which it
         can be determined that the telegram, cablegram or other electronic
         transmission was authorized by the stockholder.
 
                  (2) No proxy shall be voted or acted upon after three years
         from its date, unless the proxy provides for a longer period.
 
                  (3) A duly executed proxy shall be irrevocable if it states
         that it is irrevocable and if, and only so long as, it is coupled with
         an interest sufficient in law to support an irrevocable power. A proxy
         may be made irrevocable regardless of whether the interest with which
         it is coupled is an interest in the stock itself or an interest in the
         corporation generally.
 
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<PAGE>
 
 
         SECTION 3.07. Unanimous Consent of Stockholders in Lieu of
Meeting.--Any action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of all of the
outstanding stock entitled to vote to take such action at any annual or special
meeting of stockholders of the corporation and shall be delivered to the
corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the corporation having custody of
the books in which proceedings of meetings of stockholders are recorded. Every
written consent shall bear the date of signature of each stockholder who signs
the consent and no written consent shall be effective to take the corporate
action referred to therein unless, within 60 days of the earliest dated consent
delivered in the manner required in this section to the corporation, written
consents signed by the holders of all of the outstanding stock entitled to vote
to take such action are delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.
 
         SECTION 3.08. Voting Lists.--The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting. The list shall be arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the 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 so specified, at the place where the meeting
is to 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
stockholder who is present.
 
         SECTION 3.09.  Inspectors of Election.
 
         (a) Appointment.--All elections of directors shall be by written
ballot, unless otherwise provided in the certificate of incorporation; the vote
upon any other matter need not be by ballot. In advance of any meeting of
stockholders the board of directors may appoint one or more inspectors, who need
not be stockholders, to act at the meeting and to make a written report thereof.
The board of directors may designate one or more persons 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 person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the person's best ability.
 
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<PAGE>
 
 
            (b) Duties.--The inspectors shall ascertain the number of shares
outstanding and the voting power of each, shall determine the shares represented
at the meeting and the validity of proxies and ballots, shall count all votes
and ballots, shall determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
shall certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.
 
         (c) Polls.--The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall
be announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.
 
         (d) Reconciliation of Proxies and Ballots.--In determining the validity
and counting of proxies and ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted with those proxies, any
information transmitted in accordance with section 3.06, ballots and the regular
books and records of the corporation, except that the inspectors may consider
other reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their nominees or similar
persons which represent more votes than the holder of a proxy is authorized by
the record owner to cast or more votes than the stockholder holds of record. If
the inspectors consider other reliable information for the limited purpose
permitted herein, the inspectors at the time they make their certification
pursuant to subsection (b) shall specify the precise information considered by
them including the person or persons from whom they obtained the information,
when the information was obtained, the means by which the information was
obtained and the basis for the inspectors' belief that such information is
accurate and reliable.
 
               Section 3.10. Business to be Transacted at Stockholder Meetings.
No business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the board of directors (or any duly
authorized committee thereof), or (c) otherwise properly brought before the
annual meeting by any stockholder of the corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 3.10
and on the record date for the determination of stockholders entitled to vote at
such annual meeting and (ii) who complies with the notice procedures set forth
in this Section 3.10. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
secretary of the corporation.
 
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the corporation not less than 90 days
prior to the date of the annual meeting of stockholders.
 
To be in proper written form, a stockholder's notice to the secretary must set
forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
 
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<PAGE>
 
 
         No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 3.10; provided, however, that once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 3.10 shall be deemed to preclude discussion
by any stockholder of any such business. Whenever the language of a proposed
resolution is included in a written notice of a meeting required to be given by
the General Corporation Law of the State of Delaware or by the Restated
Certificate of Incorporation or the Amended and Restated By-Laws, the meeting
considering the resolution may without further notice adopt it with any
clarifying or other amendments that do not enlarge its original purpose. If the
chairman of an annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
 
         At a special meeting of stockholders, only such business shall be
conducted as shall have been set forth in the notice relating to the meeting. At
any meeting, matters incident to the conduct of this meeting may be voted upon
or otherwise disposed of as the presiding officer of the meeting shall determine
to be appropriate.
 
 
                                   ARTICLE IV
 
                               Board of Directors
 
         SECTION 4.01. Powers.--All powers vested by law in the corporation
shall be exercised by or under the authority of, and the business and affairs of
the corporation shall be managed under the direction of, the board of directors.
 
         SECTION 4.02. Number.--The board of directors shall consist of such
number of directors, not less than three nor more than twelve, as may be
determined from time to time by resolution adopted by a vote of three-quarters
of the entire board of directors.
 
         SECTION 4.03. Term of Office. The board of directors shall be divided
into three classes, which shall be as nearly equal in number as possible.
Directors of each class shall serve for a term of three years and until their
successors shall have been elected and qualified, except in the event of death,
resignation or removal. The three initial classes of directors shall be
comprised as follows:
 
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<PAGE>
 
 
                  (1) Class I shall be comprised of directors who shall serve
         until the annual meeting of stockholders in 1994 and until their
         successors shall have been elected and qualified.
 
                  (2) Class II shall be comprised of directors who shall serve
         until the annual meeting of stockholders in 1995 and until their
         successors shall have been elected and qualified.
 
                  (3) Class III shall be comprised of directors who shall serve
         until the annual meeting of stockholders in 1996 and until their
         successors shall have been elected and qualified.
 
         SECTION 4.04.  Vacancies.
 
                  (a) Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and a director so chosen shall hold office until the next
annual election of the class for which such director shall have been elected and
until a successor is duly elected and qualified. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
 
                  (b) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.
 
                  (c) If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorship, or to replace the directors chosen by the directors then in
office.
 
         SECTION 4.05. Resignations.--Any director may resign at any time upon
written notice to the chairman, president and chief executive officer or
secretary of the corporation. The resignation shall be effective upon receipt
thereof by the corporation or at such subsequent time as shall be specified in
the notice of resignation and, unless otherwise specified in the notice, the
acceptance of the resignation shall not be necessary to make it effective.
 
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<PAGE>
 
 
         SECTION 4.06. Organization.--At every meeting of the board of
directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the board,
if there be one, the president and chief executive officer, the vice presidents
in their order of rank and seniority, or a chairman chosen by a majority of the
directors present, shall preside, and the secretary, or, in the absence of the
secretary, an assistant secretary, or in the absence of the secretary and the
assistant secretaries, any person appointed by the chairman of the meeting,
shall act as secretary.
 
         SECTION 4.07. Place of Meeting.--Meetings of the board of directors,
both regular and special, shall be held at such place within or without the
State of Delaware as the board of directors may from time to time determine, or
as may be designated in the notice of the meeting.
 
         SECTION 4.08. Regular Meetings.--Regular meetings of the board of
directors shall be held without notice at such time and place as shall be
designated from time to time by resolution of the board of directors.
 
         SECTION 4.09. Special Meetings.--Special meetings of the board of
directors shall be held whenever called by the chairman, by two or more of the
directors or by the president and chief executive officer.
 
         SECTION 4.10.  Quorum, Manner of Acting and Adjournment.
 
         (a) General Rule.--At all meetings of the board one-third of the total
number of directors shall constitute a quorum for the transaction of business.
The vote of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the board of directors, except as may be
otherwise specifically provided by the GCL or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
 
         (b) Unanimous Written Consent.--Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors may be taken without a meeting, if all
members of the board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board.
 
         SECTION 4.11.  Executive and Other Committees.
 
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<PAGE>
 
 
         (a) Establishment.--The board of directors may, by resolution adopted
by a majority of the whole board, establish an Executive Committee and one or
more other committees, each committee to consist of one or more directors. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee and the
alternate or alternates, if any, designated for such member, the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
director to act at the meeting in the place of any such absent or disqualified
member.
 
         (b) Powers.--The Executive Committee, if established, and any such
other committee to the extent provided in the resolution establishing such
committee shall have and may exercise all the power and authority of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the certificate of incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the GCL, fix the designation and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of shares of any series), adopting an agreement of merger or
consolidation under Section 251 or 252 of the GCL, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-laws of the corporation. The Executive Committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock and to adopt
a certificate of ownership and merger pursuant to Section 253 of the GCL. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee so
formed shall keep regular minutes of its meetings and report the same to the
board of directors when required.
 
         (c) Committee Procedures.--The term "board of directors" or "board,"
when used in any provision of these By-laws relating to the organization or
procedures of or the manner of taking action by the board of directors, shall be
construed to include and refer to the Executive Committee or other committee of
the board.
 
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<PAGE>
 
 
         SECTION 4.12. Compensation of Directors.--Unless otherwise restricted
by the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary 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 may be allowed like
compensation for attending committee meetings.
 
         SECTION 4.13.  Qualifications and Election of Directors.
 
                  (a) All directors of the corporation shall be natural persons
of full age, but need not be residents of Delaware or stockholders in the
corporation. Except in the case of vacancies, directors shall be elected by the
stockholders. If directors of more than one class are to be elected, each class
of directors to be elected at the meeting shall be nominated and elected
separately.
 
                  (b) Nominations for election of directors may be made by any
stockholder entitled to vote for the election of directors, provided that
written notice (the "Notice") of such stockholder's intent to nominate a
director at the meeting is given by the stockholder and received by the
secretary of the corporation in the manner and within the time specified in this
subsection. The Notice shall be delivered to the secretary of the corporation
not less than 14 days nor more than 50 days prior to any meeting of the
stockholders called for the election of directors; provided, however, that if
less than 21 days' notice of the meeting is given to stockholders, the Notice
shall be delivered to the secretary of the corporation not later than the
earlier of the seventh day following the day on which notice of the meeting was
first mailed to stockholders or the fourth day prior to the meeting. In lieu of
delivery to the secretary of the corporation, the Notice may be mailed to the
secretary of the corporation by certified mail, return receipt requested, but
shall be deemed to have been given only upon actual receipt by the secretary of
the corporation. The requirements of this subsection shall not apply to a
nomination for directors made to the shareholders by the board of directors.
 
                  (c) The Notice shall be in writing and shall contain or be
accompanied by:
 
                           (1)  the name and residence of such stockholder;
 
                           (2) a representation that the stockholder is a holder
         of record of the corporation's voting stock and intends to appear in
         person or by proxy at the meeting to nominate the person or persons
         specified in the Notice;
 
                           (3) such information regarding each nominee as would
         have been required to be included in a proxy statement filed pursuant
         to Regulation 14A of the rules and regulations established by the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934 (or pursuant to any successor act or regulation) had proxies been
         solicited with respect to such nominee by the management or board of
         directors of the corporation;
 
                                       12
 
<PAGE>
 
 
                           (4) a description of all arrangements or
         understandings among the stockholder and each nominee and any other
         person or persons (naming such person or persons) pursuant to which
         such nomination or nominations are to be made by the stockholder; and
 
                           (5) the consent of each nominee to serve as director
         of the corporation if so elected.
 
                  (d) The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that any nomination made at the meeting was
not made in accordance with the foregoing procedures and, in such event, the
nomination shall be disregarded. Any decision by the chairman of the meeting
shall be conclusive and binding upon all stockholders of the corporation for any
purpose.
 
 
                                    ARTICLE V
 
                                    Officers
 
         SECTION 5.01. Number, Qualifications and Designation.--The officers of
the corporation shall be chosen by the board of directors and shall be a
president and chief executive officer, one or more vice presidents, a secretary,
a treasurer, and such other officers as may be elected in accordance with the
provisions of section 5.03 of this Article. Any number of offices may be held by
the same person. Officers may, but need not, be directors or stockholders of the
corporation. The board of directors may elect from among the members of the
board a chairman of the board and a vice chairman of the board who shall be
officers of the corporation. The chairman of the board or the president and
chief executive officer, as designated from time to time by the board of
directors, shall be the chief executive officer of the corporation.
 
         SECTION 5.02. Election and Term of Office.--The officers of the
corporation, except those elected by delegated authority pursuant to section
5.03 of this Article, shall be elected annually by the board of directors, and
each such officer shall hold office for a term of one year and until a successor
is elected and qualified, or until his or her earlier resignation or removal.
Any officer may resign at any time upon written notice to the corporation.
 
                                       13
 
<PAGE>
 
 
         SECTION 5.03. Subordinate Officers, Committees and Agents.--The board
of directors may from time to time elect such other officers and appoint such
committees, employees or other agents as it deems necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as are provided in these By-laws, or as the board of directors may from
time to time determine. The board of directors may delegate to any officer or
committee the power to elect subordinate officers and to retain or appoint
employees or other agents, or committees thereof, and to prescribe the authority
and duties of such subordinate officers, committees, employees or other agents.
 
         SECTION 5.04. The Chairman and Vice Chairman of the Board.--The
chairman of the board, if there be one, or in the absence of the chairman, the
vice chairman of the board, if there be one, shall preside at all meetings of
the stockholders and of the board of directors, and shall perform such other
duties as may from time to time be assigned to them by the board of directors.
 
         SECTION 5.05. The President and Chief Executive Officer.--The president
and chief executive officer of the corporation shall have general supervision
over the business and operations of the corporation, subject, however, to the
control of the board of directors. The president and chief executive officer
shall, in general, perform all duties incident to the office of president and
chief executive officer, and such other duties as from time to time may be
assigned by the board of directors and, if the chairman of the board is the
chief executive officer, the chairman of the board.
 
         SECTION 5.06. The Vice Presidents.--The vice presidents shall perform
the duties of the president and chief executive officer in the absence of the
president and chief executive officer and such other duties as may from time to
time be assigned to them by the board of directors or by the president and chief
executive officer.
 
         SECTION 5.07. The Secretary.--The secretary, or an assistant secretary,
shall attend all meetings of the stockholders and of the board of directors and
shall record the proceedings of the stockholders and of the directors and of
committees of the board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president and chief executive
officer.
 
         SECTION 5.08. The Treasurer.--The treasurer, or an assistant treasurer,
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; whenever so required by the board of directors, shall render an
account showing his or her transactions as treasurer and the financial condition
of the corporation; and, in general, shall discharge such other duties as may
from time to time be assigned by the board of directors or the president and
chief executive officer.
 
                                       14
 
<PAGE>
 
 
         SECTION 5.09. Officers' Bonds.--No officer of the corporation need
provide a bond to guarantee the faithful discharge of the officer's duties
unless the board of directors shall by resolution so require a bond in which
event such officer shall give the corporation a bond (which shall be renewed if
and as required) 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 office.
 
         SECTION 5.10. Salaries.--The salaries of the officers and agents of the
corporation elected by the board of directors shall be fixed from time to time
by the board of directors.
 
 
                                   ARTICLE VI
 
                      Certificates of Stock, Transfer, Etc.
 
         SECTION 6.01.  Form and Issuance.
 
         (a) Issuance.--The shares of the corporation shall be represented by
certificates unless the board of directors shall by resolution provide that some
or all of any class or series of stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until the
certificate is surrendered to the corporation. Notwithstanding the adoption of
any resolution providing for uncertificated shares, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
corporation by, the chairman or vice chairman of the board of directors, or the
president and chief executive officer or vice president, and by the treasurer or
an assistant treasurer, or the secretary or an assistant secretary, representing
the number of shares registered in certificate form.
 
         (b) Form and Records.--Stock certificates of the corporation shall be
in such form as approved by the board of directors. The stock record books and
the blank stock certificate books shall be kept by the secretary or by any
agency designated by the board of directors for that purpose. The stock
certificates of the corporation shall be numbered and registered in the stock
ledger and transfer books of the corporation as they are issued.
 
         (c) Signatures.--Any of or all the signatures upon the stock
certificates of the corporation may be a facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any share certificate shall have ceased to be such officer,
transfer agent or registrar, before the certificate is issued, it may be issued
with the same effect as if the signatory were such officer, transfer agent or
registrar at the date of its issue.
 
                                       15
 
<PAGE>
 
 
         SECTION 6.02. Transfer.--Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made which would be
inconsistent with the provisions of Article 8, Title 6 of the Delaware Uniform
Commercial Code-Investment Securities.
 
         SECTION 6.03.  Lost, Stolen, Destroyed or Mutilated
Certificates.--The board of directors may direct a new certificate of stock or
uncertificated shares 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 or certificates, 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 certificates, or the legal
representative of the owner, to give the corporation a bond sufficient to
indemnify against any claim that may be made against the corporation on account
of the alleged loss, theft or destruction of such certificate or the issuance of
such new certificate or uncertificated shares.
 
         SECTION 6.04. Record Holder of Shares.--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 Delaware.
 
         SECTION 6.05.  Determination of Stockholders of
Record.
 
         (a) Meetings of Stockholders.--In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the board of directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors, and which record
date shall not be more than 60 nor less than ten days before the date of such
meeting. If no record date is fixed by the board of directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date for the adjourned meeting.
 
                                       16
 
<PAGE>
 
 
         (b) Consent of Stockholders.--In order that the corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the board of directors. If no record date has been fixed by the board of
directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the board
of directors is required by the GCL, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date has
been fixed by the board of directors and prior action by the board of directors
is required by the GCL, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the board of directors adopts the resolution
taking such prior action.
 
         (c) Dividends.--In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of the stockholders 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 a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto.
 
 
                                   ARTICLE VII
 
                   Indemnification of Directors, Officers and
                        Other Authorized Representatives
 
         SECTION 7.01.  Indemnification of Authorized
 
                                       17
 
<PAGE>
 
 
Representatives in Third Party Proceedings.--The corporation shall indemnify any
person who was or is an authorized representative of the corporation, and who
was or is a party, or is threatened to be made a party to any third party
proceeding, by reason of the fact that such person was or is an authorized
representative of the corporation, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such third party proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal third party
proceeding, had no reasonable cause to believe such conduct was unlawful. The
termination of any third party proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not of
itself create a presumption that the authorized representative did not act in
good faith and in a manner which such person reasonably believed to be in or not
opposed to, the best interests of the corporation, and, with respect to any
criminal third party proceeding, had reasonable cause to believe that such
conduct was unlawful.
 
         SECTION 7.02.  Indemnification of Authorized Representatives in 
Corporate Proceedings.--The corporation shall indemnify any person who was or is
an authorized representative of the corporation and who was or is a party or is
threatened to be made a party to any corporate proceeding, by reason of the fact
that such person was or is an authorized representative of the corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such corporate proceeding if such person acted
in good faith and in a manner reasonably believed to be in, or not opposed to,
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such corporate proceeding was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such authorized
representative is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
 
         SECTION 7.03. Mandatory Indemnification of Authorized
Representatives.--To the extent that an authorized representative or other
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any third party or corporate proceeding or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses actually and reasonably incurred by such person in connection
therewith.
 
         SECTION 7.04. Determination of Entitlement to Indemnification.--Any
indemnification under section 7.01, 7.02 or 7.03 of this Article (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the authorized representative
or other employee or agent is proper in the circumstances because such person
has either met the applicable standard of conduct set forth in section 7.01 or
7.02 or has been successful on the merits or otherwise as set forth in section
7.03 and that the amount requested has been actually and reasonably incurred.
Such determination shall be made:
 
                  (1) by the board of directors by a majority vote of a quorum
         consisting of directors who were not parties to such third party or
         corporate proceeding; or
 
                                       18
 
<PAGE>
 
 
                  (2) if such a quorum is not obtainable, or even if obtainable,
         a quorum of disinterested directors so directs, by independent legal
         counsel in a written opinion; or
 
                  (3) by the stockholders.
 
                  SECTION 7.05. Advancing Expenses.--Expenses actually and
reasonably incurred in defending a third party or corporate proceeding shall be
paid on behalf of an authorized representative by the corporation in advance of
the final disposition of such third party or corporate proceeding upon receipt
of an undertaking by or on behalf of the authorized representative to repay such
amount if it shall ultimately be determined that the authorized representative
is not entitled to be indemnified by the corporation as authorized in this
Article. The financial ability of any authorized representative to make a
repayment contemplated by this section shall not be a prerequisite to the making
of an advance. Expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors deems
appropriate.
 
                  SECTION 7.06.  Definitions.--For purposes of this Article:
 
                  (1) "authorized representative" shall mean any and all
         directors and officers of the corporation and any person designated as
         an authorized representative by the board of directors of the
         corporation (which may, but need not, include any person serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise);
 
                  (2) "corporation" shall include, in addition to the resulting
         corporation, any constituent corporation (including any constituent of
         a constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, employees or agents, so that any
         person who is or was a director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under the provisions of
         this Article with respect to the resulting or surviving corporation as
         such person would have with respect to such constituent corporation if
         its separate existence had continued;
 
                  (3) "corporate proceeding" shall mean any threatened, pending
         or completed action or suit by or in the right of the corporation to
         procure a judgment in its favor or investigative proceeding by the
         corporation;
 
                  (4) "criminal third party proceeding" shall include any action
         or investigation which could or does lead to a criminal third party
         proceeding;
 
                                       19
 
<PAGE>
 
 
                  (5) "expenses" shall include attorneys' fees and
disbursements;
 
                  (6) "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan;
 
                  (7) "not opposed to the best interests of the corporation"
         shall include actions taken in good faith and in a manner the
         authorized representative reasonably believed to be in the interest of
         the participants and beneficiaries of an employee benefit plan;
 
                  (8) "other enterprises" shall include employee benefit plans;
 
                  (9) "party" shall include the giving of testimony or similar
involvement;
 
             (10) "serving at the request of the corporation" shall include any
         service as a director, officer or employee of the corporation which
         imposes duties on, or involves services by, such director, officer or
         employee with respect to an employee benefit plan, its participants, or
         beneficiaries; and
 
             (11) "third party proceeding" shall mean any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative, or investigative, other than an action by or in the
         right of the corporation.
 
                  SECTION 7.07. Insurance.--The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against the person and incurred by the person in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power or the obligation to indemnify such person against such liability
under the provisions of this Article.
 
                  SECTION 7.08. Scope of Article.--The indemnification of
authorized representatives and advancement of expenses, as authorized by the
preceding provisions of this Article, shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be an authorized representative and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
                                       20
 
<PAGE>
 
 
                  SECTION 7.09. Reliance on Provisions.--Each person who shall
act as an authorized representative of the corporation shall be deemed to be
doing so in reliance upon rights of indemnification provided by this Article.
 
 
                                  ARTICLE VIII
 
                               General Provisions
 
                  SECTION 8.01. Dividends.--Subject to the restrictions
contained in the GCL and any restrictions contained in the certificate of
incorporation, the board of directors may declare and pay dividends upon the
shares of capital stock of the corporation.
 
                  SECTION 8.02. Contracts.--Except as otherwise provided in
these By-laws, the board of directors may authorize any officer or officers
including the chairman and vice chairman of the board of directors, or any agent
or agents, to enter into any contract or to execute or deliver any instrument on
behalf of the corporation and such authority may be general or confined to
specific instances.
 
                  SECTION 8.03. Corporate Seal.--The corporation shall have a
corporate seal, which shall have inscribed thereon the name of the corporation,
the year of its organization and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.
 
                  SECTION 8.04. Deposits.--All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.
                  SECTION 8.05.  Corporate Records.
 
                                       21
 
<PAGE>
 
 
                  (a) Examination by Stockholders.--Every stockholder shall,
upon written demand under oath stating the purpose thereof, have a right to
examine, in person or by agent or attorney, during the usual hours for business,
for any proper purpose, the stock ledger, list of stockholders, books or records
of account, and records of the proceedings of the stockholders and directors of
the corporation, and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand under
oath shall be directed to the corporation at its registered office in Delaware
or at its principal place of business. Where the stockholder seeks to inspect
the books and records of the corporation, other than its stock ledger or list of
stockholders, the stockholder shall first establish (1) that the stockholder has
complied with the provisions of this section respecting the form and manner of
making demand for inspection of such documents; and (2) that the inspection
sought is for a proper purpose. Where the stockholder seeks to inspect the stock
ledger or list of stockholders of the corporation and has complied with the
provisions of this section respecting the form and manner of making demand for
inspection of such documents, the burden of proof shall be upon the corporation
to establish that the inspection sought is for an improper purpose.
 
                  (b) Examination by Directors.--Any director shall have the
right to examine the corporation's stock ledger, a list of its stockholders and
its other books and records for a purpose reasonably related to the person's
position as a director.
 
                  SECTION 8.06. Amendment of By-laws.--These By-laws may be
altered, amended or repealed or new By-laws may be adopted either (1) by vote of
the stockholders at a duly organized annual or special meeting of stockholders,
or (2) by vote of a majority of the board of directors at any regular or special
meeting of directors if such power is conferred upon the board of directors by
the certificate of incorporation.
 
 
                                     22
 
<PAGE>
 
 
                        DELAWARE GENERAL CORPORATION LAW
 
 
                             By-law Derivation Table
<TABLE>
<CAPTION>
 
 
 
                GCL                                                       GCL
 By-law             Section                                 By-law                     Section
<S>                <C>                                       <C>                      <C>           
    1.01            131; 133                                  5.01                     142(a) and (b)
    1.02            122(8), 141(a) and (g)                    5.02                     142(b)
    1.03            109(b)                                    5.03                     109(b), 142(b)
    2.01            109(b)                                    5.04                     109(b)
    2.02            109(b)                                    5.05                     109(b)
    2.03            222                                       5.06                     109(b)
    2.04            229                                       5.07                     109(b), 142(a)
    2.05            230                                       5.08                     109(b)
    2.06            141(i)                                    5.09                     142(c)
    3.01            211(a)                                    5.10                     141(a), 122(5)
    3.02            211(b)                                    6.01                     109(b), 158
    3.03            211(d)                                    6.02                     201
    3.04            216, 222(c)                               6.03                     167, 168
    3.05            109(b)                                    6.04                     109(b)
    3.06            109(b), 212                               6.05                     213
    3.07            228                                       7.01                     145(a)
    3.08            219(a)                                    7.02                     145(b)
    3.09            211(e), 231                               7.03                     145(c)
    4.01            109(b), 141(a)                            7.04                     145(d)
    4.02            141(b), 223(b)                            7.05                     145(e)
    4.03            223(a) and (c)                            7.06                     145(h) and (j)
    4.04            109(b), 141(b)                            7.07                     145(g)
    4.05            141(k)                                    7.08                     145(f) and (j)
    4.06            109(b)                                    7.09                     109(b)
    4.07            109(b), 141(g)                            8.01                     170(a)
    4.08            109(b)                                    8.02                     141(a), 142(a)
    4.09            109(b)                                    8.03                     122(3)
    4.10            109(b), 141(b) and (f)                    8.04                     141(a), 109(b)
    4.11            141(c)                                    8.05                     220
    4.12            141(h)                                    8.06                     109(a)
 
</TABLE>
                                       23