AMENDED AND RESTATED BYLAWS
                                       OF
                     DARWIN PROFESSIONAL UNDERWRITERS, INC.
 
                                    ARTICLE I
 
                                  STOCKHOLDERS
 
SECTION 1. ANNUAL MEETING
 
          An annual meeting of the stockholders shall be held for the election
of directors on such date in each year and at such time as shall be designated
by the Board of Directors. An annual meeting shall be held at such place, within
or without the State of Delaware, as shall be determined by the Board of
Directors. A nominee for director shall be elected to the Board of Directors if
the votes cast for such nominee exceed the votes withheld from such nominee's
election; provided that if the number of nominees exceeds the number of
directors to be elected, the stockholders shall instead elect the directors by
plurality vote. The stockholders shall also transact such other business as may
be properly brought before the meeting. A failure to hold the annual meeting at
the designated time or to elect a sufficient number of directors to conduct the
business of the Corporation shall not affect otherwise valid corporate acts or
work a forfeiture or dissolution of the Corporation, except as otherwise
required by law.
 
SECTION 2. SPECIAL MEETINGS
 
          Special meetings of stockholders may be called in the manner set forth
in the Amended and Restated Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"). If a special meeting is called in accordance
with clause (y) of the second sentence of Article SEVENTH of the Certificate of
Incorporation, the Corporation shall fix the record date for, and determine the
time and place of, the special meeting, and the special meeting must take place
not less than 75 days nor more than 100 days after the receipt and determination
of the validity of the stockholders' request.
 
SECTION 3. NOTICE OF MEETING
 
          Notice of the time and place of every meeting of stockholders shall be
delivered personally or mailed at least ten days and not more than sixty days
prior thereto to each stockholder of record entitled to vote at his address as
it appears on the records of the Corporation. Such further notice shall be given
as may be required by law. Business transacted at any special meeting shall be
confined to the purpose or purposes stated in the notice of such special
meeting. Meetings may be held without notice if all stockholders entitled to
vote are present or if notice is waived by those not present.
 
SECTION 4. VOTING
 
<PAGE>
 
          At all meetings of stockholders any stockholder entitled to vote may
vote in person or by proxy in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
 
SECTION 5. QUORUM
 
          Unless otherwise required by statute or the Certificate of
Incorporation, at any annual or special meeting of stockholders the presence in
person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting shall constitute a quorum for the transaction
of business.
 
SECTION 6. ACTION AT MEETINGS
 
          All elections of directors shall be determined in the manner provided
in Section 1 of this Article I. Except as otherwise required by law, all other
matters shall be determined by a majority of the votes cast affirmatively or
negatively. Stockholders shall not be entitled to cumulate their votes upon the
election of directors or any other matter.
 
SECTION 7. PROCEDURE AT MEETINGS
 
          The Corporation may, and to the extent required by law, shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more 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 may, and to the extent required by law, 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
best of his or her ability. Every vote taken by ballots shall be counted by a
duly appointed inspector or inspectors.
 
          The order of business and all other matters of procedure at every
meeting of the stockholders may be determined by the officer of the Corporation
or other person presiding over the meeting.
 
SECTION 8. NOMINATIONS AND STOCKHOLDER BUSINESS
 
          Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the
 
 
                                       -2-
 
<PAGE>
 
notice provided for in this Section 8, who is entitled to vote at the meeting
and who has complied with the notice procedures set forth in this Section 8.
 
          For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to this Section 8, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation,
such business must be a proper matter for stockholder action under the General
Corporation Law of the State of Delaware and, if the stockholder, or the
beneficial owner on whose behalf any such proposal or nomination is made,
solicits or participates in the solicitation of proxies in support of such
proposal or nomination, the stockholder must have timely indicated such
stockholder's, or such beneficial owner's, intention to do so as hereinafter
provided. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not less than 90
days prior to the first anniversary of the preceding year's annual meeting of
stockholders; provided, however, that if no meeting was held in the prior year,
or if the date of the annual meeting is advanced more than 30 days prior to or
delayed more than 60 days after such anniversary date, notice by the stockholder
to be timely must be so delivered not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and such person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to solicit or
participate in the solicitation of proxies in favor of such proposal or nominee
or nominees.
 
          Notwithstanding anything in this Section 8 to the contrary, in the
event that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this section shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.
 
 
                                       -3-
 
<PAGE>
 
          Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this Section 8, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section 8.
Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders if the stockholder's
notice required by this Section 8 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the later of the 90th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.
 
          Only persons nominated in accordance with the procedures set forth in
this section shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this Section
8. The officer of the Corporation or other person presiding over the meeting
shall have the power and the duty to determine whether a nomination or any
business proposed to be brought before the meeting has been made in compliance
with the procedures set forth in this Section 8 and, if any proposed nomination
or business is not in compliance with this Section 8, to declare that such
defective proposed business or nomination shall not be presented for stockholder
action at the meeting and shall be disregarded.
 
          For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
 
          Notwithstanding the foregoing provisions of this section, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 8. Nothing in this Section 8 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
 
SECTION 9. ADJOURNMENTS
 
          Any meeting of stockholders may be adjourned from time to time,
whether or not a quorum is present, by the affirmative vote of a majority of the
votes present and entitled to be cast at the meeting, or by the officer of the
Corporation presiding over the meeting, or by the Board of Directors.
 
 
                                       -4-
 
<PAGE>
 
                                   ARTICLE II
 
                                    DIRECTORS
 
SECTION 1. NUMBER AND ELECTION
 
          Subject to the rights of the holders of any series of preferred stock,
par value $0.10 per share ("Preferred Stock") to elect additional directors
under specified circumstances, the number of directors of the Corporation shall
be fixed from time to time by action of a majority of the members of the Board
of Directors then in office, but in no event shall such number of directors be
less than three nor more than fifteen. Elections of members of the Board of
Directors, other than those who may be elected by the holders of any series of
Preferred Stock under specified circumstances, shall be held at the annual
meeting of stockholders and each member of the Board of Directors shall hold
office until such director's successor is elected and qualified, subject to such
director's earlier death, resignation, disqualification or removal.
 
SECTION 2. VACANCIES
 
          Subject to the rights of the holders of any series of Preferred Stock,
and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
disqualification, removal from office or other cause may be filled only by a
majority vote of the directors then in office, though less than a quorum, and
any director so chosen shall hold office for a term expiring at the succeeding
annual meeting of stockholders and until such director's successor shall have
been duly elected and qualified.
 
SECTION 3. REGULAR MEETINGS
 
          Regular meetings of the Board of Directors shall be held at such times
and places as the Board of Directors may from time to time determine.
 
SECTION 4. SPECIAL MEETINGS
 
          Special meetings of the Board of Directors may be called at any time,
at any place and for any purpose by the Chairman of the Board or by any three
directors.
 
SECTION 5. NOTICE OF MEETING
 
          Notice of regular meetings of the Board of Directors need not be
given.
 
          Notice of the place, date, and time of every special meeting of the
Board of Directors shall be given to each director by whom it is not waived by
mailing written notice not less than five (5) days before the meeting or by
telephone or by telegraphing or telexing or by facsimile or electronic
transmission of the same not less than twenty-four (24) hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.
 
 
                                       -5-
 
<PAGE>
 
SECTION 6. QUORUM; ACTION AT MEETINGS
 
          A majority of the Board of Directors then in office, but no less than
one-third (1/3) of the total number of directors, shall constitute a quorum for
the transaction of business, but if, at any meeting of the Board, there be less
than a quorum present, the members at the meeting may, without further notice,
adjourn the same from time to time until a quorum shall attend. Except as
provided herein or in the Certificate of Incorporation or as required by law, a
majority of such quorum shall decide any questions that may come before the
meeting.
 
SECTION 7. PARTICIPATING IN MEETING BY CONFERENCE TELEPHONE
 
          Members of the Board of Directors, or any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and such
participation shall constitute presence in person at such meeting.
 
                                   ARTICLE III
 
                      COMMITTEES OF THE BOARD OF DIRECTORS
 
SECTION 1. ELECTION
 
          The Board of Directors will have the power to appoint committees
comprised of one or more of its members and may appoint one of the members of
each such committee to the office of chairman thereof.
 
SECTION 2. POWERS
 
          Subject to such limitations as may from time to time be established by
resolution of the Board of Directors, committees of the Board of Directors shall
have such powers as shall be properly delegated to them by the Board of
Directors.
 
SECTION 3. VACANCIES
 
          If the office of any member of any committee becomes vacant by death,
resignation, or otherwise, such vacancy may be filled from the members of the
Board by the Board of Directors.
 
SECTION 4. SUBSTITUTE MEMBERS
 
          In the event that a member of any committee is absent from a meeting
of the committee, the members of the committee present at the meeting whether or
not they constitute a quorum may appoint another director to act in place of the
absent member.
 
SECTION 5. MEETINGS AND NOTICE OF MEETINGS
 
 
                                       -6-
 
<PAGE>
 
          All committees of the Board of Directors shall meet at such times and
upon such notice as they may determine.
 
SECTION 6. QUORUM; ACTION AT MEETINGS
 
          At any meeting of any committee, however called, a majority of the
members shall constitute a quorum for the transaction of business. A majority of
such quorum shall decide any questions that may come before the meeting.
 
                                   ARTICLE IV
 
                                    OFFICERS
 
SECTION 1. ELECTION AND NUMBER
 
          The Board of Directors may appoint one of its number as Chairman of
the Board. The Board of Directors shall appoint a President from among the
directors, and a Secretary and a Treasurer, who need not be directors. The Board
of Directors may also appoint one or more Senior Vice Presidents and/or Vice
Presidents, who need not be directors. All officers of the Corporation shall
hold office at the pleasure of the Board of Directors. Any two or more offices,
except those of President and Vice President, may, at the discretion of the
Board of Directors, be held by the same person. The Board of Directors may from
time to time appoint such other officers and agents with such powers and duties
as the Board may prescribe.
 
SECTION 2. CHAIRMAN OF THE BOARD
 
          The Chairman of the Board shall preside at all meetings of the Board
of Directors and shall perform such other duties and exercise such other powers
as may be assigned to him from time to time by the Board of Directors.
 
SECTION 3. PRESIDENT
 
          The President shall be the chief executive officer and the chief
operating officer of the Corporation. The President shall preside at all
meetings of stockholders and, in the absence of the Chairman of the Board, shall
preside at all meetings of the Board of Directors. Subject to the control of the
Board of Directors, the President shall have direct power and authority over the
business and affairs of the Corporation. The President shall perform such other
duties and exercise such other powers as may be assigned to him from time to
time by the Board of Directors.
 
SECTION 4. SENIOR VICE PRESIDENTS
 
          The Senior Vice President or Senior Vice Presidents shall perform the
duties of the President in his absence or during his disability to act. In
addition, the Senior Vice President or Senior Vice Presidents shall perform the
duties and exercise the powers usually incident to their respective offices
and/or such other duties and powers as
 
 
                                       -7-
 
<PAGE>
 
may be properly assigned to them from time to time by the Board of Directors,
the Chairman of the Board or the President.
 
SECTION 5. VICE PRESIDENTS
 
          The Vice President or Vice Presidents shall perform the duties of the
Senior Vice President or Senior Vice Presidents in his or their absence or
during his or their disability to act. In addition, the Vice President or Vice
Presidents shall perform the duties and exercise the powers usually incident to
their respective offices and such other duties and powers as may be properly
assigned to them from time to time by the Board of Directors, the Chairman of
the Board, the President or any Senior Vice President having supervisory
authority over them.
 
SECTION 6. SECRETARY
 
          The Secretary shall issue notices of meetings, keep the minutes of the
Board of Directors and its committees, have charge of the corporate seal, and
perform such other duties and exercise such other powers as are usually incident
to such office or are properly assigned thereto by the Board of Directors, the
Chairman of the Board, the President or any Senior Vice President or Vice
President having supervisory authority over him.
 
SECTION 7. TREASURER
 
          The Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial officer appointed by the Board of Directors,
and shall keep regular books of account. The funds of the Corporation shall be
deposited in the name of the Corporation by the Treasurer with such banks or
trust companies as the Board of Directors from time to time shall designate. He
shall sign or countersign such instruments as require his signature, shall
perform all such duties and have all such powers as are usually incident to such
office or are properly assigned to him by the Board of Directors, the Chairman
of the Board, the President or any Senior Vice President or Vice President
having supervisory authority over him, and may be required to give bond for the
faithful performance of his duties in such sum and with such surety as may be
required by the Board of Directors.
 
SECTION 8. CONTROLLER
 
          The Controller shall be responsible for the accounting policies and
practices of the Corporation, maintain its financial records, collect and
consolidate the financial results of its subsidiaries and other operating units,
prepare its financial reports, determine the amount and source of the funds
required to meet its financial obligations, and perform such other duties and
exercise such other powers as are usually incident to such office or are
properly assigned thereto by the Board of Directors, the Chairman of the Board,
the President or any Senior Vice President or Vice President having supervisory
authority over him.
 
 
                                       -8-
 
<PAGE>
 
SECTION 9. ASSISTANT SECRETARY; ASSISTANT TREASURER
 
          The Board of Directors may appoint one or more assistant secretaries
and one or more assistant treasurers, or one appointee to both such positions,
which officers shall have such powers and shall perform such duties as are
provided in these Bylaws to the Secretary or Treasurer, as the case may be, or
as are properly assigned thereto by the Board of Directors, the Chairman of the
Board, the President, the Secretary or Treasurer as the case may be, or any
other officer having supervisory authority over them.
 
                                    ARTICLE V
 
                                   FISCAL YEAR
 
          The fiscal year of the Corporation shall end on the thirty-first day
of December in each year, or on such other day as may be fixed from time to time
by the Board of Directors.
 
                                   ARTICLE VI
 
                                      SEAL
 
          The Board of Directors shall provide a suitable seal, containing the
name of the Corporation, which seal shall be in the charge of the Secretary or
an Assistant Secretary.
 
                                   ARTICLE VII
 
                                      STOCK
 
SECTION 1. STOCK OF THE CORPORATION
 
          Shares of stock of the Corporation shall be represented by
certificates, provided that the Board of Directors may provide that some or all
of a class or series of stock shall be uncertificated shares. Certificates
representing shares of stock of the Corporation shall be issued in such form as
may be approved by the Board of Directors and shall be signed, manually or by
facsimile, by the Chairman of the Board, President, or a Senior Vice President
or Vice President and by the Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, and sealed with the seal of the Corporation or a facsimile
thereof.
 
SECTION 2. TRANSFERS
 
          The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of stock of the Corporation. The Board of Directors may appoint
Transfer Agents and Registrars thereof.
 
 
                                       -9-
 
<PAGE>
 
SECTION 3. RECORD DATE; CLOSING OF TRANSFER BOOKS
 
          In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or 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 on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that 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, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.
 
          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;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
 
          In order that the Corporation may determine the stockholders entitled
to consent to corporate action without a meeting, (including by telegram,
cablegram or other electronic transmission as permitted by law), the Board of
Directors may fix a record date, which 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 be not more than ten (10) days after the date upon which
the resolution fixing the record date is adopted. If no record date has been
fixed by the Board of Directors and no prior action by the Board of Directors is
required by the General Corporation Law of the State of Delaware, the record
date shall be the first date on which a consent setting forth the action taken
or proposed to be taken is delivered to the Corporation. If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by the General Corporation Law of the State of Delaware with respect
to the proposed action by consent of the stockholders without a meeting, the
record date for determining stockholders entitled to consent to corporate action
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. For the
avoidance of doubt, this third paragraph of Section 3 of Article VII of the
Bylaws shall be of no further force and effect immediately following such time
as stockholder action by written consent is no longer permitted by Section (A)
of the first sentence of Article SEVENTH of the Certificate of Incorporation.
 
SECTION 4. LOST CERTIFICATES
 
 
                                      -10-
 
<PAGE>
 
          The Board of Directors may determine the conditions upon which a new
certificate of stock will be issued to replace a certificate which is alleged to
have been lost, stolen, mutilated or destroyed, and the Board of Directors may
delegate to any officer of the Corporation the power to make such determinations
and to cause such replacement certificates to be issued.
 
SECTION 5. WARRANTS
 
          The foregoing provisions relative to certificates of stock shall also
apply to other certificates or warrants representing rights with respect to
stock in the Corporation, which certificates or warrants may be issued from time
to time by a vote of the Board of Directors in such form as they may approve.
 
SECTION 6. STOCK LEDGER
 
          The Corporation shall maintain a stock ledger which contains the name
and address of each stockholder and the number of shares of stock of each class
which the stockholder holds. The stock ledger may be in written form or in any
other form which can be converted within a reasonable time into written form for
visual inspection. The original stock ledger shall be kept at the office of the
Corporation's Transfer Agent.
 
                                  ARTICLE VIII
 
                                   SIGNATURES
 
SECTION 1. NEGOTIABLE INSTRUMENTS
 
          All checks, drafts, notes, or other obligations of the Corporation
shall be signed (a) by any two officers of the Corporation of the rank of
Chairman of the Board, President, Senior Vice President or Vice President, (b)
by the Chairman of the Board, President, or any Senior Vice President or Vice
President, and by the Treasurer or Assistant Treasurer or Secretary or Assistant
Secretary, or (c) as otherwise authorized by the Board of Directors; provided,
however, that bonds, debentures or notes issued under a mortgage indenture or
trust agreement with a bank or trust company as trustee and coupons attached
pertaining to any such bonds, debentures or notes may be executed manually or by
facsimile.
 
SECTION 2. STOCK TRANSFERS
 
          All endorsements, assignments, transfers, stock powers or other
instruments of transfer of securities standing in the name of the Corporation
shall be executed for and in the name of the Corporation (a) by any two officers
of the Corporation of the rank of Chairman of the Board, President, Senior Vice
President or Vice President, or (b) by the Chairman of the Board, President, or
any Senior Vice President or Vice President, and by the Secretary or any
Assistant Secretary, or (c) as otherwise authorized by the Board of Directors.
 
 
                                      -11-
 
<PAGE>
 
                                   ARTICLE IX
 
                          WAIVER OF NOTICE OF MEETINGS
 
          A written waiver of any notice, signed by a stockholder or director,
or waiver by electronic transmission by such person, whether given before or
after the time of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such person. Neither the
business nor the purpose of any meeting need be specified in such a waiver.
Attendance at any meeting shall constitute waiver of notice except attendance
for the sole purpose of objecting to the timeliness of notice.
 
                                    ARTICLE X
 
                                VOTING OF STOCKS
 
          Unless otherwise ordered by the Board of Directors, the Chairman of
the Board, the President, or any Senior Vice President or Vice President of this
Corporation shall have full power and authority, on behalf of the Corporation,
to attend, act and vote at any meeting of the stockholders of any corporation in
which this Corporation may hold stock and at such meeting may exercise any or
all rights and powers incident to the ownership of such stock and which as owner
thereof the Corporation might exercise if present and to execute on behalf of
the Corporation a proxy or proxies empowering others to act as aforesaid. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.
 
                                   ARTICLE XI
 
                               CHECKS, NOTES, ETC.
 
          All checks on the Corporation's bank accounts and all drafts, bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such person or persons
as shall be authorized to do so from time to time by the Board of Directors or
by the committee or officer or officers of the Corporation to whom the Board
shall have delegated the power to authorize such signing; provided, however,
that the signature of any person so authorized on checks and drafts drawn on the
Corporation's dividend and special accounts may be in facsimile if the Board of
Directors or such committee or officer or officers, whichever shall have
authorized such person to sign such checks or drafts, shall have authorized such
person to sign in facsimile, and provided further that in case notes or other
instruments for the payment of money (other than notes, bonds or debentures
issued under a trust instrument of the Corporation) are required to be signed by
two persons, the signature thereon of only one of the persons signing any such
note or other instrument may be in facsimile, and that in the case of notes,
bonds or debentures issued under a trust instrument of the Corporation and
required to be signed by two officers of the Corporation, the signatures of both
such officers may be in facsimile if specifically authorized and directed by the
Board of Directors of the Corporation and if such notes,
 
 
                                      -12-
 
<PAGE>
 
bonds or debentures are required to be authenticated by a corporate trustee
which is a party to the trust instrument and provided further that in case any
person or persons who shall have signed any such note or other instrument,
either manually or in facsimile, shall have ceased to be a person or persons so
authorized to sign any such note or other instrument, whether because of death
or by reason of any other fact or circumstance, before such note or other
instrument shall have been delivered by the Corporation, such note or other
instrument may, nevertheless, be adopted by the Corporation and be issued and
delivered as though the person or persons who so signed such note or other
instrument had not ceased to be such a person or persons.
 
                                   ARTICLE XII
 
                                     OFFICES
 
          The Corporation may have offices outside the State of Delaware at such
places as shall be determined from time to time by the Board of Directors.
 
                                   AMENDMENTS
 
          In furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized to adopt, amend and repeal these
Bylaws by the affirmative vote of a majority of the directors present at any
regular or special meeting of the Board of Directors at which quorum is present,
subject to the power of the holders of capital stock of the Corporation to
adopt, amend or repeal the Bylaws; provided, however, that, with respect to the
power of holders of capital stock to adopt, amend and repeal Bylaws of the
Corporation, notwithstanding any other provision of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the Corporation required by law, these Bylaws or
any Preferred Stock Designation, the affirmative vote of the holders of a
majority of the votes cast affirmatively or negatively shall be required to
adopt, amend or repeal any provision of these Bylaws.
 
 
Amended and restated as of May 3, 2006.
 
 
                                      -13-