AMERICAN STANDARD COMPANIES INC.

AMENDED BY-LAWS

As adopted on January 4, 1995,
as Amended on December 5, 1996,
as Amended on March 24, 1997 (effective May 1, 1997),
as Amended on March 5, 1998,
as Amended on March 26, 1999 (effective May 6, 1999),
as Amended December 2, 1999

ARTICLE I

STOCKHOLDERS

Section 1.1. Annual Meetings. The annual meeting of the
stockholders of the Corporation for the election of Directors and for the
transaction of such other business as properly may come before such meeting
shall be held at such place, either within or without the State of Delaware, and
at 10:00 a.m. (local time) on the first Thursday in May (or, if such day is a
legal holiday, then on the next succeeding business day), or at such other date
and hour, as may be fixed from time to time by resolution of the Board of
Directors and set forth in the notice or waiver of notice of the meeting.
[Sections 211(a), (b).](1)

Section 1.2. Special Meetings. Special meetings of the
stockholders may be called at any time by the (i) Chief Executive Officer or
(ii) by the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized Directors. Special meetings of the stockholders
shall be held at such places, within or without the State of Delaware, as shall
be specified in the respective notices or waivers of notice thereof. [Section
211(d).]

Section 1.3. Notice of Meetings; Waiver. The Secretary, Acting
Secretary or any Assistant Secretary shall cause written notice of the place,
date and hour of each meeting of the stockholders, and, in the case of a special
meeting, the purpose or purposes for which such meeting is called, to be given
personally or by mail, not less than ten nor more than sixty days prior to the
meeting, to each stockholder of record entitled to vote at such meeting. If such
notice is mailed, it shall be deemed to have been given to a stockholder when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the record of stockholders of the
Corporation, or, if he shall have filed with the Secretary or Acting or
Assistant Secretary of the Corporation a written

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(1). Citations are to the General Corporation Law of the State of Delaware as
in effect on December 20, 1994 (the "GCL"), and are inserted for
reference only, and do not constitute a part of the Amended By-Laws.

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request that notices to him be mailed to some other address, then directed to
him at such other address. Such further notice shall be given as may be required
by law.

No notice of any meeting of stockholders need be given to any
stockholder who submits a signed waiver of notice, whether before or after the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in a written
waiver of notice. The attendance of any stockholder at a meeting of stockholders
shall constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened. [Sections 222, 229.]

Section 1.4. Quorum. Except as otherwise required by law or by the
Restated Certificate of Incorporation, the presence in person or by proxy of the
holders of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting. [Section 216.]

Section 1.5. Voting. If, pursuant to Section 5.5 of these Amended
By-Laws, a record date has been fixed, every holder of record of shares entitled
to vote at a meeting of stockholders shall be entitled to one vote for each
share outstanding in his name on the books of the Corporation at the close of
business on such record date, provided, however, that the certificate of
designation pertaining to any series of the Corporation's preferred stock may
provide for a greater number of votes per share of such series. If no record
date has been fixed, then every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote (subject to the same
proviso as set forth in the immediately preceding sentence) for each share of
stock standing in his name on the books of the Corporation at the close of
business on the day next preceding the day on which notice of the meeting 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. Except as otherwise required by
law, by the Restated Certificate of Incorporation or by these Amended By-Laws,
the vote of a majority of the shares represented in person or by proxy at any
meeting at which a quorum is present shall be sufficient for the transaction of
any business at such meeting. [Sections 212(a), 216.]

Section 1.6. Voting by Ballot. No vote of the stockholders need be
taken by written ballot unless otherwise required by law. Any vote which need
not be taken by ballot may be conducted in any manner approved by the meeting.

Section 1.7. Adjournment. If a quorum is not present at any
meeting of the stockholders, the stockholders present in person or by proxy
shall have the power to adjourn any such meeting from time to time until a
quorum is present. Notice of

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any adjourned meeting of the stockholders of the Corporation need not be given
if the place, date and hour thereof are announced at the meeting at which the
adjournment is taken, provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.5 of these Amended By-Laws, a
notice of the adjourned meeting, conforming to the requirements of Section 1.3
hereof, shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted on the original date of the
meeting. [Section 222(c).]

Section 1.8. Proxies. Any stockholder entitled to vote at any
meeting of the stockholders or to express consent to or dissent from corporate
action without a meeting may authorize another person or persons to vote at any
such meeting and express such consent or dissent for him by proxy. A stockholder
may authorize a valid proxy by executing a written instrument signed by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile signature, or
by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy solicitation firm or a like authorized agent. No such proxy
shall be voted or acted upon after the expiration of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary. Proxies by telegram, cablegram or other electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. Any copy, facsimile telecommunication or other
reliable reproduction of a writing or transmission created pursuant to this
section 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. [Sections 212(b), (c), (d), (e).]

Section 1.9. Organization; Procedure. At every meeting of
stockholders the presiding officer shall be the Chief Executive Officer or, in
the event of his absence or disability,

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any Vice President or a presiding officer chosen by a majority of the
stockholders present in person or by proxy. The Secretary or Acting Secretary,
or in the event of his absence or disability, the Assistant Secretary, if any,
or if there be no Assistant Secretary, in the absence of the Secretary or Acting
Secretary, an appointee of the presiding officer, shall act as Secretary of the
meeting. The order of business and all other matters of procedure at every
meeting of stockholders may be determined by such presiding officer.

Section 1.10. Stockholder Proposals and Nominations of Directors.
Nominations for election to the Board of Directors of the Corporation at a
meeting of the stockholders may be made by the Board of Directors, or on behalf
of the Board of Directors by a Nominating Committee appointed by the Board of
Directors, or (subject to compliance with the remainder of this section) by any
stockholder of the Corporation entitled to vote for the election of Directors at
such meeting. Any nominations, other than those made by or on behalf of the
Board of Directors or any such Nominating Committee, and any proposal by any
stockholder to transact any corporate business at an annual or special
stockholders meeting, shall be made by written notice, mailed by certified mail,
to the Secretary of the Corporation and (i) in the case of an annual meeting,
received no later than 50 days prior to the date of the annual meeting;
provided, however, that if less than 50 days' advance notice of a meeting of
stockholders is given to the stockholders, such advance notice of proposed
business or nomination by such stockholder shall have been made or delivered to
the Secretary or Acting Secretary of the Corporation not later than the close of
business on the seventh day following the day on which the written notice of a
meeting was mailed, and (ii) in the case of a special meeting of stockholders,
received not later than the close of business on the tenth day following the day
on which written notice of the date of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever occurs first.
Notwithstanding the foregoing, the inclusion of stockholder proposals in proxy
materials prepared by the Corporation shall be governed by Rule 14a-8 under the
Securities Exchange Act of 1934, as amended. The form of written notice of
Director nominations by a stockholder or stockholders shall set forth as to each
proposed nominee who is not an incumbent Director (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of stock of the Corporation which are beneficially owned by
each such nominee and the nominating stockholder, and (iv) any other information
concerning the nominee that must be disclosed regarding nominees in proxy
solicitations pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended, and the rules under such section.

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The Chairman of the Board, or in his absence the Chief Executive
Officer, any Vice President or the Secretary or Acting Secretary, may, if the
facts warrant, determine and declare to the meeting of stockholders that a
nomination or a proposal made by a stockholder was not made in accordance with
the foregoing procedure and that the defective nomination or proposal shall be
disregarded.

Section 1.11. Inspectors of Elections. Preceding any meeting of
the stockholders, the Board of Directors shall appoint one or more persons to
act as Inspectors of Elections, and may designate one or more alternate
inspectors. In the event no inspector or alternate is able to act, 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 the duties of an
inspector, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspector shall:

(a) ascertain the number of shares outstanding and the voting power of
each;

(b) determine the shares represented at a meeting and the validity of
proxies and ballots;

(c) count all votes and ballots;

(d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors; and

(e) certify his or her determination of the number of shares
represented at the meeting, and his or her count of all votes and ballots.

The inspector may appoint or retain other persons or entities to assist in the
performance of the duties of inspector.

When determining the shares represented and the validity of
proxies and ballots, the inspector shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any information provided in
accordance with Section 1.8 of these Amended By-Laws, ballots and the regular
books and records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person 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


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inspector considers other reliable information as outlined in this section, the
inspector, at the time of his or her certification pursuant to (e) of this
section shall specify the precise information considered, the person or persons
from whom the information was obtained, when this information was obtained, the
means by which the information was obtained, and the basis for the inspector's
belief that such information is accurate and reliable. [Sections 231(a), (b),
(d).]

Section 1.12. Opening and Closing of Polls. The date and time for
the opening and the closing of the polls for each matter to be voted upon at a
meeting of stockholders shall be announced at the meeting. The inspector of the
election shall be prohibited from accepting any ballots, proxies or votes nor
any revocations thereof or changes thereto after the closing of the polls,
unless the Court of Chancery upon application by a stockholder shall determine
otherwise. [Section 231(c).]

Section 1.13. Consent of Stockholders in Lieu of Meeting. Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of the stockholders
of the Corporation, and the ability of stockholders to consent in writing to the
taking of any action is hereby specifically denied.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. General Powers. Except as may otherwise be provided
by law, by the Restated Certificate of Incorporation or by these Amended
By-Laws, the business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors which may exercise all such powers
of the Corporation. [Section 141(a).]

Section 2.2. Number and Term of Office. The number of Directors
constituting the entire Board of Directors shall be as fixed from time to time
exclusively by resolution of the Board of Directors, but in no event shall the
number of Directors be less than three (3) or greater than twenty-one (21). Each
Director (whenever elected) shall hold office until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal. If
the number of Directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain or attain a number of Directors
in each class as nearly equal as reasonably possible, but no decrease in the
number of Directors may shorten the term of any incumbent Director.


Section 2.3. Election of Directors. The members of the Board of
Directors elected by the holders of the Common Stock

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of the Corporation were divided at the annual meeting of stockholders held in
1995 into three classes, designated Classes I, II and III, which shall be as
nearly equal in number as possible. At the annual meeting of stockholders in
1995, Directors of Class I were elected to hold office for a term expiring at
the annual meeting of stockholders held in 1996, Directors of Class II were
elected to hold office for a term expiring at the annual meeting of stockholders
held in 1997 and Directors of Class III were elected to hold office for a term
expiring at the annual meeting of stockholders held in 1998. At each succeeding
annual meeting of stockholders following such initial classification and
election, the respective successors of Directors whose terms are expiring shall
be elected for terms expiring at the annual meeting of stockholders held in the
third succeeding year. If the annual meeting of stockholders for the election of
Directors is not held on the date designated therefor, the Directors shall cause
the meeting to be held as soon thereafter as convenient. At each meeting of the
stockholders for the election of Directors, provided a quorum is present, the
Directors shall be elected by a plurality of the votes validly cast in such
election. Notwithstanding the foregoing, the election, term, removal and filling
of vacancies with respect to Directors elected separately by the holders of one
or more series of Preferred Stock of the Corporation shall not be governed by
this Article II, but rather shall be as provided for in the resolutions adopted
by the Board of Directors creating and establishing such series of Preferred
Stock. [Sections 141(d), 211(b), (c), 216.]

Section 2.4. Annual and Regular Meetings. The annual meeting of
the Board of Directors for the purpose of electing officers and for the
transaction of such other business as may come before the meeting shall be held
as soon as possible following adjournment of the annual meeting of the
stockholders at the place of such annual meeting of the stockholders. Notice of
such annual meeting of the Board of Directors need not be given. The Board of
Directors from time to time may by resolution provide for the holding of regular
meetings and fix the place (which may be within or without the State of
Delaware) and the date and hour of such meetings. Notice of regular meetings
need not be given, provided, however, that if the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action shall
be mailed promptly, or sent by facsimile transmission or telegram, to each
Director who shall not have been present at the meeting at which such action was
taken, addressed to him at his usual place of business, or shall be delivered to
him personally. Notice of such action need not be given to any Director who
attends the first regular meeting


after such action is taken without protesting the lack of notice to him, prior
to or at the commencement of such meeting, or to any Director who submits a
signed waiver of notice, whether

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before or after such meeting. [Section 141(g).]

Section 2.5. Special Meetings; Notice. Special meetings of the
Board of Directors shall be held whenever called by the Chief Executive Officer
or, in the event of his absence or disability, by any Vice President or by the
Secretary or Acting Secretary, at such place (within or without the State of
Delaware), date and hour as may be specified in the respective notices or
waivers of notice of such meetings. Special meetings of the Board of Directors
may be called on 24 hours' notice, if notice is given to each Director
personally or by telephone, telegram, facsimile or other electronic means of
transmission, or on five days' notice, if notice is mailed to each Director,
addressed to him at his usual place of business. Notice of any special meeting
need not be given to any Director who attends such meeting without protesting
the lack of notice to him, prior to or at the commencement of such meeting, or
to any Director who submits a signed waiver of notice, whether before or after
such meeting, and any business may be transacted thereat. [Sections 141(g),
229.]

Section 2.6. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the total authorized number of
Directors shall constitute a quorum for the transaction of business. Except as
otherwise required by law, the Restated Certificate of Incorporation or these
Amended By-Laws, 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.
[Section 141(b).]


Section 2.7. Adjournment. A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting of the Board of
Directors to another time or place. No notice need be given of any adjourned
meeting unless the time and place of the adjourned meeting are not announced at
the time of adjournment, in which case notice conforming to the requirements of
Section 2.5 shall be given to each Director.

Section 2.8. Action Without a Meeting. 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 of Directors consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors. [Section 141(f).]

Section 2.9. Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board or, in his absence or if
such office is vacant, by the Chief


Executive Officer, or in their absence by a chairman chosen at the meeting. The
Secretary or Acting Secretary shall act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act as secretary
of the

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meeting.

Section 2.10. Regulations; Manner of Acting. To the extent
consistent with applicable law, the Restated Certificate of Incorporation and
these Amended By-Laws, the Board of Directors may adopt such rules and
regulations for the conduct of meetings of the Board of Directors and for the
management of the property, affairs and business of the Corporation as the Board
of Directors may deem appropriate. The Directors shall act only as a Board, and
the individual Directors shall have no power as such.

Section 2.11. Action by Telephonic Communications. Members of the
Board of Directors may participate in a meeting of the Board of Directors by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting. [Section 141(i).]

Section 2.12. Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
Chief Executive Officer or the Secretary or Acting Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery. [Section
141(b).]

Section 2.13. Removal of Directors. A Director may be removed for
or without cause, upon the affirmative vote of the holders of a majority of the
outstanding shares of stock of the Corporation then entitled to vote at an
election of Directors, cast at a special meeting of stockholders called for the
purpose or at an annual meeting. Any vacancy in the Board of Directors caused by
any such removal may be filled at any such meeting by the stockholders entitled
to vote for the election of the Director so removed. Notwithstanding the
foregoing, the election, term, removal and filling of vacancies with respect to
Directors elected separately by the holders of one or more series of Preferred
Stock of the Corporation shall not be governed by this Article II, but rather
shall be as provided for, either in the Restated Certificate of Incorporation or
in the Preferred Stock Certificate of Designation creating and establishing such
series of Preferred Stock. [Section 141(k).]

Section 2.14. Vacancies and Newly Created Directorships. If any
vacancies shall occur in the Board of Directors, by reason of death,
resignation, removal (and the stockholders shall not have filled such vacancy as
provided in

Section 2.13 above) or otherwise, or if the authorized number of Directors shall
be increased, the Directors then in office shall continue to act, and such
vacancies or newly created directorships, as the case may be, may be filled by a
majority of Directors then in office, although less than a quorum. A

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Director elected by the Directors pursuant to this Section 2.14 to fill a
vacancy or a newly created directorship shall hold office until his successor
has been elected and qualified or until his earlier death, resignation or
removal. [Section 223.]

Section 2.15. Compensation. The amount, if any, which each
Director shall be entitled to receive as compensation for his services as such
shall be fixed from time to time by resolution of the Board of Directors.
[Section 141(h).]

Section 2.16. Reliance on Accounts and Reports, etc. A Director,
or a member of any Committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
records of the Corporation and upon information, opinions, reports or statements
presented to the Corporation by any of the Corporation's officers or employees,
or Committees designated by the Board of Directors, or by any other person as to
the matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation. [Section 141(e).]

ARTICLE III

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.1. How Constituted. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
Committees, including an Executive Committee, each such Committee to consist of
such number of Directors as from time to time may be fixed by the Board of
Directors. The Board of Directors may designate one or more Directors as
alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee. Thereafter,
members (and alternate members, if any) of each such Committee may be designated
at the annual meeting of the Board of Directors. Any such Committee may be
abolished or re-designated from time to time by the Board of Directors. Each
member (and each alternate member) of any such Committee (whether designated at
an annual meeting of the Board of Directors or to fill a vacancy or otherwise)
shall hold office until his successor shall have been designated or until he
shall cease to be a Director, or until his earlier death, resignation or
removal. [Section 141(c).]


Section 3.2. Powers. During the intervals between the meetings of
the Board of Directors, the Executive Committee, except as otherwise provided in
this section, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the property, affairs and business of
the

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Corporation, including the power to declare dividends and to authorize the
issuance of stock. Each such other Committee, except as otherwise provided in
this section, shall have and may exercise such powers of the Board of Directors
as may be provided by resolution or resolutions of the Board of Directors.
Neither the Executive Committee nor any such other Committee shall have the
power or authority:

(a) to amend the Restated 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 Delaware General
Corporation Law, fix the designations 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 the shares of any series),

(b) to adopt an agreement of merger or consolidation,

(c) to recommend to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,

(d) to recommend to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or

(e) to amend the Amended By-Laws of the Corporation.

The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it. [Section 141(c).]

Section 3.3. Proceedings. Each such Committee may fix its own
rules of procedure and may meet at such place (within or without the State of
Delaware), at such time and upon such notice, if any, as it shall determine from
time to time. Each such Committee shall keep minutes of its proceedings and
shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following any such proceedings.

Section 3.4. Quorum and Manner of Acting. Except as may be
otherwise provided in the resolution creating such Committee, at all meetings of
any Committee the presence of members (or alternate members) constituting a
majority of the total authorized membership of such Committee shall constitute a
quorum for the transaction of business. The act of the majority

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of the members present at any meeting at which a quorum is present shall be the
act of such Committee. Any action required or permitted to be taken at any
meeting of any such Committee may be taken without a meeting, if all members of
such Committee shall consent to such action in writing and such writing or
writings are filed with the minutes of the proceedings of the Committee. The
members of any such Committee shall act only as a Committee, and the individual
members of such Committee shall have no power as such. [Section 141(c), (f).]

Section 3.5. Action by Telephonic Communications. Members of any
Committee designated by the Board of Directors may participate in a meeting of
such Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting. [Section 141(i).]

Section 3.6. Absent or Disqualified Members. In the absence or
disqualification of a member of any Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. [Section 141(c).]

Section 3.7. Resignations. Any member (and any alternate member)
of any Committee may resign at any time by delivering a written notice of
resignation, signed by such member, to the Chairman or the Chief Executive
Officer. Unless otherwise specified therein, such resignation shall take effect
upon delivery.

Section 3.8. Removal. Any member (and any alternate member) of any
Committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors.

Section 3.9. Vacancies. If any vacancy shall occur in any
Committee, by reason of disqualification, death, resignation, removal or
otherwise, the remaining members (and any alternate members) shall continue to
act, and any such vacancy may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a Chief Executive Officer, one or
more Vice Presidents, a Secretary, a


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Controller, a General Auditor and a Treasurer, and it may, if it so determines,
elect a Chairman of the Board of Directors from among its members. The Board of
Directors also may elect a Vice Chairman and one or more Acting or Assistant
Secretaries, Assistant Controllers and Assistant Treasurers in such numbers as
the Board of Directors may determine. Any number of offices may be held by the
same person, except that neither the Chairman of the Board of Directors nor the
Chief Executive Officer shall also hold the office of Secretary. No officer,
other than the Chairman or Vice Chairman, need be a Director of the Corporation.
[Section 142(a), (b).]

Section 4.2. Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Each officer shall hold office until his successor has been elected
and qualified, or until his earlier death, resignation or removal. [Section
142(b).]

Section 4.3. Salaries. The salaries of all officers and agents of
the Corporation shall be fixed by the Board of Directors.

Section 4.4. Removal and Resignation; Vacancies. Any officer may
be removed for or without cause at any time by the Board of Directors. Any
officer may resign at any time by delivering a written notice of resignation,
signed by such officer, to the Board of Directors or the Chief Executive Officer
or the Secretary or Acting Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery. Any vacancy occurring in any office
of the Corporation, by death, resignation, removal or otherwise, shall be filled
by the Board of Directors. [Section 142(b), (e).]

Section 4.5. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these Amended By-Laws, except that in any
event each officer shall exercise such powers and perform such duties as may be


required by law. [Section 142(a).]

Section 4.6. The Chief Executive Officer. The Chief Executive
Officer shall preside at all meetings of the stockholders and Directors at which
he is present in the absence of the Chairman or Vice Chairman, shall be the
chief executive officer and the chief operating officer of the Corporation,
shall have general control and supervision of the policies and

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<PAGE> 14

operations of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall manage and administer
the Corporation's business and affairs and shall also perform all duties and
exercise all powers usually pertaining to the office of a chief executive
officer and a chief operating officer of a corporation. He shall have the
authority to sign, in the name and on behalf of the Corporation, checks, orders,
contracts, leases, notes, drafts and other documents and instruments in
connection with the business of the Corporation, and together with the Secretary
or an Acting or Assistant Secretary, conveyances of real estate and other
documents and instruments to which the seal of the Corporation is affixed. He
shall have the authority to cause the employment or appointment of such
employees and agents of the Corporation as the conduct of the business of the
Corporation may require, to fix their compensation, and to remove or suspend any
employee or agent elected or appointed by the Chief Executive Officer or the
Board of Directors. The Chief Executive Officer shall perform such other duties
and have such other powers as the Board of Directors or the Chairman may from
time to time prescribe.

Section 4.7. Vice Presidents. Each Vice President shall perform
such duties and exercise such powers as may be assigned to him from time to time
by the Chief Executive Officer. In the absence of the Chief Executive Officer,
the duties of the Chief Executive Officer shall be performed and his powers may
be exercised by such Vice President as shall be designated by the Chief
Executive Officer, or failing such designation, such duties shall be performed
and such powers may be exercised by each Vice President in the order of their
earliest election to that office, subject in any case to review and superseding
action by the Chief Executive Officer.

Section 4.8. The Secretary. The Secretary shall have the following
powers and duties:

(a) He shall keep or cause to be kept a record of all the
proceedings of the meetings of the stockholders and of the Board of
Directors in books provided for that purpose.

(b) He shall cause all notices to be duly given in accordance
with the provisions of these Amended By-Laws and as required by law.

(c) Whenever any Committee shall be appointed pursuant to a
resolution of the Board of Directors, he shall furnish a copy of such
resolution to the members of such Committee.

(d) He shall be the custodian of the records and of the seal of
the Corporation and cause such seal (or a facsimile thereof) to be
affixed to all certificates representing shares of the Corporation prior
to the issuance thereof and to all instruments the execution of which on

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<PAGE> 15

behalf of the Corporation under its seal shall have been duly authorized
in accordance with these Amended By-Laws, and when so affixed he may
attest the same.

(e) He shall properly maintain and file all books, reports,
statements, certificates and all other documents and records required by
law, the Restated Certificate of Incorporation or these Amended By-Laws.

(f) He shall have charge of the stock books and ledgers of the
Corporation and shall cause the stock and transfer books to be kept in
such manner as to show at any time the number of shares of stock of the
Corporation of each class issued and outstanding, the names (arranged
alphabetically or chronologically) and the addresses of the holders of
record of such shares, the number of shares held by each holder and the
date as of which each became such holder of record.

(g) He shall sign (unless the Treasurer, an Assistant Treasurer
or Acting or Assistant Secretary shall have signed) certificates
representing shares of the Corporation the issuance of which shall have
been authorized by the Board of Directors.

(h) He shall perform, in general, all duties incident to the
office of Secretary and such other duties as may be specified in these
Amended By-Laws or as may be assigned to him from time to time by the
Board of Directors, or the Chief Executive Officer.

Section 4.9. The Treasurer. The Treasurer shall have the following
powers and duties:

(a) He shall have charge and supervision over and be
responsible for the moneys, securities, receipts and disbursements of the
Corporation, and shall keep or cause to be kept full and accurate records
of all receipts of the Corporation.


(b) He shall cause the moneys and other valuable effects of the
Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers or
other depositaries as shall be selected in accordance with Section 8.5 of
these Amended By-Laws.

(c) He shall cause the moneys of the Corporation to be
disbursed by checks or drafts (signed as provided in Section 8.6 of these
Amended By-Laws) upon the authorized

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<PAGE> 16

depositaries of the Corporation and cause to be taken and preserved
proper vouchers for all moneys disbursed.

(d) He shall render to the Board of Directors or the Chief
Executive Officer, whenever requested, a statement of the financial
condition of the Corporation and of all his transactions as Treasurer,
and render a full financial report at the annual meeting of the
stockholders, if called upon to do so.

(e) He shall be empowered from time to time to require from all
officers or agents of the Corporation reports or statements giving such
information as he may desire with respect to any and all financial
transactions of the Corporation.

(f) He may sign (unless an Assistant Treasurer or the Secretary
or an Acting or Assistant Secretary shall have signed) certificates
representing stock of the Corporation the issuance of which shall have
been authorized by the Board of Directors.

(g) He shall perform, in general, all duties incident to the
office of treasurer and such other duties as may be specified in these
Amended By-Laws or as may be assigned to him from time to time by the
Board of Directors, or the Chief Executive Officer.

Section 4.10. Additional Officers. The Board of Directors may
appoint such other officers and agents as it may deem appropriate, and such
other officers and agents and the officers specified in Section 4.1 hereof not
covered in Sections 4.6 through 4.9 hereof shall hold their offices for such
terms and shall exercise such powers and perform such duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be authorized or prescribed by the Board of Directors. The
Board of Directors from time to time may delegate to any officer or agent the
power to appoint subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any such officer or
agent may remove any such subordinate officer or

agent appointed by him, for or without cause. [Section 142(a), (b).]

Section 4.11. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to provide security for the
faithful performance of his duties, in such amount and of such character as may
be determined from time to time by the Board of Directors. [Section 142(c).]


ARTICLE V

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<PAGE> 17

CAPITAL STOCK

Section 5.1. Certificates of Stock, Uncertificated Shares. The
shares of the Corporation shall be represented by certificates, provided that
the Board of Directors may provide by resolution or resolutions that some or all
of any or all classes or series of the stock of the Corporation, or rights
associated therewith shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until each certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock in the Corporation
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, Chief Executive Officer or a Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Acting or
Assistant Secretary, representing the number of shares registered in certificate
form. Such certificate shall be in such form as the Board of Directors may
determine, to the extent consistent with applicable law, the Restated
Certificate of Incorporation and these Amended By-Laws. [Section 158.]

Section 5.2. Signatures; Facsimile. All of such signatures on the
certificate may be a facsimile, engraved or printed, to the extent permitted by
law. In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. [Section 158.]

Section 5.3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Board of Directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation.

The Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate. [Section 167.]

Section 5.4. Transfer of Stock. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares, duly
endorsed or accompanied by appropriate evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to the

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<PAGE> 18

person entitled thereto, cancel the old certificate and record the transaction
upon its books. Within a reasonable time after the transfer of uncertificated
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of the State of Delaware. Subject to the provisions of the
Restated Certificate of Incorporation and these Amended By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation. [Section 151(f).]

Section 5.5. Record Date. In order to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted by the Board of Directors, and
which shall not be more than sixty nor less than ten days before the date of
such meeting. 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 pursuant to these Amended By-Laws 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 law, 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 the State
of 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 the 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 law, the record

18
<PAGE> 19

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.

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 sixty 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. [Section 213.]

Section 5.6. Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the Corporation to do so. [Section 159.]

Section 5.7. Transfer Agent and Registrar. The Board of Directors
may appoint one or more transfer agents and one or

more registrars, and may require all certificates representing shares to bear
the signature of any such transfer agents or registrars.


ARTICLE VI

INDEMNIFICATION(2)

Section 6.1. Nature of Indemnity. The Corporation shall indemnify
any person who was or is a party or is threatened

---------
(2). Section 145.


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to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was or has agreed to become a Director or officer of
the Corporation, or is or was serving or has agreed to serve at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, and may indemnify any person who
was or is a party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that he is or was or has agreed to become an
employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding had no reasonable cause to believe his conduct was
unlawful; except that in the case of an action or suit by or in the right of the
Corporation to procure a judgment in its favor (1) such indemnification shall be
limited to expenses (including attorneys' fees) actually and reasonably incurred
by such person in the defense or settlement of such action or suit, and (2) 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 Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

The termination of any action, suit or 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 person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

Section 6.2. Successful Defense. To the extent that a Director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
6.1 hereof or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually

20
<PAGE> 21

and reasonably incurred by him in connection therewith.

Section 6.3. Determination That Indemnification is Proper. Any
indemnification of a Director or officer of the Corporation under Section 6.1
hereof (unless ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the Director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 6.1 hereof. Any indemnification of an employee or
agent of the Corporation under Section 6.1 hereof (unless ordered by a court)
may be made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 6.1 hereof. Any such
determination shall be made (1) by a majority vote of the Directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such Directors, or if such Directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.

Section 6.4. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by a Director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate. The Board of Directors may authorize the Corporation's
counsel to represent such Director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

Section 6.5. Procedure for Indemnification of Directors and
Officers. Any indemnification of a Director or officer of the Corporation under
Sections 6.1 and 6.2, or advance of costs, charges and expenses to a Director or
officer under Section 6.4 of this Article, shall be made promptly, and in any
event within 30 days, upon the written request of the Director or officer. If a
determination by the Corporation that the Director or officer is entitled to
indemnification pursuant to this Article is required, and the Corporation fails
to respond within sixty days to a written request for indemnity, the Corporation
shall be deemed to have approved such request. If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within 30 days, the
right to indemnification or advances as granted by this Article shall be
enforceable by the Director or officer in any court of competent

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<PAGE> 22

jurisdiction. Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under Section 6.4 of this Article
where the required undertaking, if any, has been received by the Corporation)
that the claimant has not met the standard of conduct set forth in Section 6.1
of this Article, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 6.1 of this Article, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

Section 6.6. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the General Corporation Law of the State of Delaware are in
effect. Any repeal or modification of these indemnification provisions shall not
affect any right or obligation then existing with respect to any state of facts
then or previously existing or any action, suit or proceeding previously or
thereafter brought or threatened based in whole or in part upon any such state
of


facts. Such a "contract right" may not be modified retroactively without the
consent of such Director, officer, employee or agent.

The indemnification provided by this Article VI shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

Section 6.7. Insurance. The Corporation shall purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a Director or officer of the Corporation, or is or was serving at the request of
the

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<PAGE> 23

Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him or on his behalf in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article, provided that
such insurance is available on acceptable terms, which determination shall be
made by a vote of a majority of the entire Board of Directors.

Section 6.8. Severability. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each Director or
officer and may indemnify each employee or agent of the Corporation as to costs,
charges and expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in
the right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.


ARTICLE VII

OFFICES

Section 7.1. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

Section 7.2. Other Offices. The Corporation may maintain offices
or places of business at such other locations within or without the State of
Delaware as the Board of Directors may from time to time determine or as the
business of the Corporation may require.


ARTICLE VIII

GENERAL PROVISIONS

Section 8.1. Dividends. Subject to any applicable provisions of
law and the Restated Certificate of Incorporation, dividends upon the shares of
the Corporation may be declared by the Board of Directors at any regular or
special meeting of the Board of Directors and any such dividend may be paid in
cash, property, shares of the Corporation's capital stock or rights to acquire
the same.

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A member of the Board of Directors, or a member of any Committee
designated by the Board of Directors shall be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or Committees of the Board of Directors, or by any other person as to
matters the Director reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation, as to the value and amount of the assets,
liabilities and/or net profits of the Corporation, or any other facts pertinent
to the existence and amount of surplus or other funds from which dividends might
properly be declared and paid. [Sections 172, 173.]

Section 8.2. Reserves. There may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may similarly modify or abolish any such
reserve.

Section 8.3. Execution of Instruments. The Chief Executive
Officer, any Vice President, the Secretary or Acting Secretary or the Treasurer
may enter into any contract or execute and deliver any instrument in the name
and on behalf of the Corporation. The Board of Directors or the Chief Executive
Officer may authorize any other officer or agent to enter into any contract or
execute and deliver any instrument in the name

and on behalf of the Corporation. Any such authorization may be general or
limited to specific contracts or instruments.

Section 8.4. Corporate Indebtedness. No loan shall be contracted
on behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors or the Chief Executive
Officer or any Vice President. Such authorization may be general or confined to
specific instances. Loans so authorized may be effected at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board of Directors or the Chief Executive
Officer or any Vice President shall authorize. When so authorized by the Board
of Directors or the Chief Executive Officer or any Vice President, any part of
or all the properties, including contract rights, assets, business or good will
of the Corporation, whether then owned or thereafter

24
<PAGE> 25

acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in
trust as security for the payment of such bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation, and of the interest
thereon, by instruments executed and delivered in the name of the Corporation.

Section 8.5. Deposits. Any funds of the Corporation may be
deposited from time to time in such banks, trust companies or other depositaries
as may be determined by the Board of Directors or the Chief Executive Officer,
or by such officers or agents as may be authorized by the Board of Directors or
the Chief Executive Officer or any Vice President to make such determination.

Section 8.6. Checks. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such agent or
agents of the Corporation, and in such manner, as the Board of Directors or the
Chief Executive Officer or any Vice President from time to time may determine.

Section 8.7. Sale, Transfer, etc. of Securities. To the extent
authorized by the Board of Directors or by the Chief Executive Officer, any Vice
President, the Secretary or Acting Secretary or the Treasurer or any other
officers designated by the Board of Directors or the Chief Executive Officer may
sell, transfer, endorse, and assign any shares of stock, bonds or other
securities owned by or held in the name of the Corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal,
any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.


Section 8.8. Voting as Stockholder. Unless otherwise determined by
resolution of the Board of Directors, the Chief Executive Officer or any Vice
President or the Secretary or Acting Secretary shall have full power and
authority on behalf of the Corporation to attend any meeting of stockholders of
any corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

Section 8.9. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of January of each year and shall terminate in each
case on December 31.

Section 8.10. Seal. The seal of the Corporation shall

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be circular in form and shall contain the name of the Corporation, the year of
its incorporation and the words "Corporate Seal" and "Delaware". The form of
such seal shall be subject to alteration by the Board of Directors. The seal may
be used by causing it or a facsimile thereof to be impressed, affixed or
reproduced, or may be used in any other lawful manner.

Section 8.11. Books and Records; Inspection. Except to the extent
otherwise required by law, the books and records of the Corporation shall be
kept at such place or places within or without the State of Delaware as may be
determined from time to time by the Board of Directors.


ARTICLE IX

AMENDMENT OF AMENDED BY-LAWS

Section 9.1. Amendment. These Amended By-Laws may be amended,
altered or repealed

(a) by resolution adopted by a majority of the Board of Directors
at any special or regular meeting of the Board if, in the case of such
special meeting only, notice of such amendment, alteration or repeal is
contained in the notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the stockholders upon the
affirmative vote of a majority of the combined voting power of the then
outstanding stock of the Corporation entitled to vote generally in the
election of

Directors, provided, however, that any amendment, alteration or repeal of
Article I, sections 1.2, 1.10 or 1.13, Article VI or this Section 9.1 as
it pertains to Directors and officers, shall require the affirmative vote
of not less than 65% of the combined voting power of the then outstanding
stock of the Corporation entitled to vote generally in the election of
Directors. In the case of such special meeting only, notice of such
amendment, alteration or repeal must be contained in the notice or waiver
of notice of such meeting. [Section 109(a).]


ARTICLE X

CONSTRUCTION

Section 10.1. Construction. In the event of any conflict between
the provisions of these Amended By-Laws as in effect from time to time and the
provisions of the Restated Certificate of Incorporation of the Corporation as in
effect from time to time, the provisions of such Restated Certificate of

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Incorporation shall be controlling.

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