BK

BY-LAWS
of
The Bank of New York Company, Inc.

As amended through June 9, 1998

Table of Contents
Page No.
ARTICLE I Offices
SECTION 1.1 Principal Office 1
SECTION 1.2. Other Offices 1

ARTICLE II Meetings of Shareholders
SECTION 2.1. Place of Meeting 1
SECTION 2.2. Annual Meetings 1
SECTION 2.3. Special Meetings 1
SECTION 2.4. Notice of Meetings 1
SECTION 2.5. Waiver of Notice 2
SECTION 2.6. Quorum 2
SECTION 2.7. Organization 2
SECTION 2.8. Voting and Proxies 2
SECTION 2.9. Inspectors 4
SECTION 2.10. Stockholder Proposals and Nominations 4

ARTICLE III Board of Directors
SECTION 3.1. General Powers 6
SECTION 3.2. Number 6
SECTION 3.3. Qualifications 6
SECTION 3.4. Election and Term 6
SECTION 3.5. Resignations 6
SECTION 3.6. Removal 7
SECTION 3.7. Newly Created Directorships and Vacancies 7
SECTION 3.8. Time and Place of Meetings;
Content of Notice, if any 7
SECTION 3.9. Annual Meeting 7
SECTION 3.10. Regular Meetings 7
SECTION 3.11. Special Meetings 7
SECTION 3.12. Quorum and Manner of Acting 8
SECTION 3.13. Organization 8
SECTION 3.14. Compensation 8
SECTION 3.15. Interest of Directors and Officers in Transactions 9

ARTICLE IV Executive Committee
SECTION 4.1. How Constituted 10
SECTION 4.2. Term of Office 10
SECTION 4.3. Vacancies 10
SECTION 4.4. Powers 10


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SECTION 4.5. Resignations 11
SECTION 4.6. Removal 11
SECTION 4.7. Quorum and Manner of Acting 11
SECTION 4.8. Alternate Members 11

ARTICLE V Other Committees
SECTION 5.1. Other Committees of Directors 11
SECTION 5.2. Other Committees of Directors,
Officers and/or Other Persons 12

ARTICLE VI Officers
SECTION 6.1. Number and Qualifications 12
SECTION 6.2. Annually Elected Officers 12
SECTION 6.3. Additional Officers 12
SECTION 6.4. Removal 12
SECTION 6.5. Resignations 13
SECTION 6.6. Vacancies 13
SECTION 6.7. Salaries 13
SECTION 6.8. Powers and Duties 13

ARTICLE VII Indemnification of Directors and Officers
SECTION 7.1. Indemnification 13

ARTICLE VIII Contracts, Checks, Drafts, etc.
SECTION 8.1. Contracts, etc. 16
SECTION 8.2. Checks, Drafts, etc. 16
SECTION 8.3. Securities of Other Corporations 16

ARTICLE IX Shares of Stock
SECTION 9 1. Certificates for Shares of Stock 16
SECTION 9.2. Transfer of Shares of Stock 17
SECTION 9.3. Registered Holders 17
SECTION 9.4. Lost, Stolen or Destroyed Share Certificates 17
SECTION 9.5. Record Date 18
SECTION 9.6. Regulations, Transfer Agents and Registrars 18

ARTICLE X Seal
SECTION 10.1. Seal 18

ARTICLE XI Fiscal Year
SECTION 11.1. Fiscal Year 18

ARTICLE XII Books
SECTION 12.1. Books 18

ARTICLE XIII Amendments
SECTION 13.1. Amendments 19


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BY-LAWS
of
The Bank of New York Company, Inc.
As Amended through June 9, 1998

ARTICLE I
OFFICES

SECTION 1.2. Principal Office. The principal office of The Bank of New
York Company, Inc. (hereinafter called the Company) shall be in the City and
County of New York.

SECTION 1.2. Other Offices. The Company may have other offices at such
other places as the Board of Directors of the Company (hereinafter called the
Board) may from time to time determine and as shall be legally authorized.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1. Place of Meeting. Each meeting of the shareholders of the
Company (hereinafter called the shareholders) shall be held at the principal
office of the Company or at such other place, within or without the State of
New York, as shall be specified in the notice of such meeting.

SECTION 2.2. Annual Meetings. The annual meeting of the shareholders for
the election of directors and the transaction of such other business as
properly may be brought before such meeting shall be held on such date as may
be designated by the Board from time to time, at such hour as may be specified
in the notice of such meeting.

SECTION 2.3. Special Meetings. A special meeting of the shareholders for
any purpose or purposes may be called at any time by order of the Board or by
the Chairman of the Board (hereinafter called the Chairman) or, in his
absence, the President.

SECTION 2.4. Notice of Meetings. Notice of each meeting of the
shareholders shall be in writing and signed by the Chairman, the President or
the Secretary. Such notice shall state the purpose or purposes for which such
meeting is called and the place, date and hour of the meeting, and, unless it
is the annual meeting, shall indicate that it is being issued by or at the
direction of the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken which would, if taken, entitle shareholders who
comply with applicable requirements of law to receive payment for their
shares, the notice of such meeting shall include a statement of that purpose
and to that effect. Except as otherwise provided by law, a copy of the notice
of any meeting shall be given, personally or by mail, not less than ten nor
more than fifty days before such meeting, to each shareholder entitled to vote
at such meeting. If mailed, such notice shall be deemed to have been given
when deposited in the United States mail, with postage thereon prepaid,
directed to the shareholder at his address as it appears on the record of
shareholders of the Company, or, if he shall have filed with the Secretary a
written request that notices to him be


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mailed to some other address, then directed to him at such other address.
Unless the Board fixes a new record date for an adjourned meeting of the
shareholders, notice thereof need not be given if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken. Any previously scheduled meeting of the shareholders may be
postponed, and (unless the Certificate of Incorporation otherwise provides)
any special meeting of the shareholders may be canceled, by resolution of the
Board of Directors upon public notice given prior to the time previously
scheduled for such meeting of shareholders.

SECTION 2.5. Waiver of Notice. Notice of any meeting of the shareholders
need not be given to any shareholder who submits a signed waiver of notice, in
person or by proxy, whether before or after the meeting, and the attendance of
any shareholder at a meeting, in person or by proxy, without protesting prior
to the conclusion thereof the lack of notice of such meeting, shall constitute
a waiver of notice thereof by him.

SECTION 2.6. Quorum. Except as otherwise provided by law, at all
meetings of the shareholders the presence, in person or by proxy, of the
holders of a majority of the shares of the Company entitled to vote thereat
shall be necessary to constitute, and shall constitute, a quorum for the
transaction of business. When a quorum is once present to organize a meeting,
it is not broken by the subsequent withdrawal of any shareholder. In the
absence of a quorum at any such meeting or any adjournment or adjournments
thereof, a majority in voting interest of the shareholders present in person
or by proxy and entitled to vote at such meeting may adjourn such meeting from
time to time and from place to place until a quorum shall be present thereat.
At any such adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as
originally called if a quorum then had been present.

SECTION 2.7. Organization. At each meeting of the shareholders, the
Chairman or, in his absence, the President or, in his absence, such person as
may be designated by the Board or, in the absence of any of the foregoing, a
person chosen for the purpose by a majority in voting interest of the
shareholders present in person or by proxy and entitled to vote at such
meeting, shall act as chairman thereof and preside thereat; and the Secretary
or, in his absence, the person whom the chairman of such meeting shall
appoint, shall act as secretary of such meeting and keep the minutes thereof.
The person presiding at the meeting shall establish the rules for the conduct
of the meeting, including, without limitation, the order of consideration of
matters to be voted upon by the shareholders. Except as otherwise provided
by law, the Certificate of Incorporation or these By-laws, the person
presiding at the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made
or proposed, as the case may be, in accordance with the procedures set forth
in these By-laws and, if any proposed nomination or business is not in
compliance with these By-laws, to declare that such proposal or nomination
shall be disregarded.

SECTION 2.8. Voting and Proxies. Subject to the provisions of Section
9.5 of these By-laws and except as otherwise provided in this Section or by
law, every shareholder of record of the Company shall be entitled at every
meeting of the shareholders to one vote in person or by proxy for every share
of stock of the Company standing in his name on the record of shareholders.
The person presiding at the meeting shall fix and announce at the meeting the
date


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and time of the opening and the closing of the polls for each matter upon
which shareholders will vote at the meeting.

Treasury shares as of the record date and shares held as of the record
date by another domestic or foreign corporation of any type or kind, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held as of the record date by the Company, shall not be
shares entitled to vote or to be counted in determining the total number of
outstanding shares.

Shares held by an administrator, executor, guardian, conservator,
committee or other fiduciary, except a trustee, may be voted by him or it,
either in person or by proxy, without transfer of such shares into his or its
name. Shares held by a trustee may be voted by him or it, either in person or
by proxy, only after the shares have been transferred into his or its name as
trustee or into the name of his or its nominee.

Shares standing in the name of another domestic or foreign corporation of
any type or kind may be voted by such officer, agent or proxy as the by-laws
of such corporation may provide, or, in the absence of such provision, as the
board of directors of such corporation may determine.

A shareholder shall not sell his vote or issue a proxy to vote to any
person for any sum of money or anything of value except as permitted by law.

Every proxy must be signed by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the shareholder executing it,
except as otherwise provided by law. The authority of the holder of a proxy
to act shall not be revoked by the incompetence or death of the shareholder
who executed the proxy unless, before the authority is exercised, written
notice of an adjudication of such incompetence or of such death is received by
the Secretary or any Assistant Secretary.

At all meetings of the shareholders, a quorum being present, all matters,
except as otherwise provided by law, the Certificate of Incorporation of the
Company or Section 3.4 of these By-laws, shall be authorized by a majority of
the votes cast at the meeting by the shareholders present in person or by
proxy and entitled to vote thereon.

Unless demanded by a shareholder or shareholders present in person or by
proxy at any meeting of the shareholders and owning not less than ten percent
in voting interest of the outstanding stock of the Company entitled to be
voted thereat, or unless so directed by the chairman of the meeting, the vote
thereat on any question need not be by ballot, except in the case of the
election of directors.

A list of shareholders as of the record date for the meeting, certified
by the Secretary or an Assistant Secretary responsible for its preparation or
by a transfer agent for the stock of


<PAGE> 4


the Company, shall be produced at any meeting of the shareholders upon the
request thereat or prior thereto of any shareholder. If the right to vote at
any meeting is challenged, the inspectors appointed pursuant to Section 2.9 of
these By-laws, or the person presiding thereat, shall require such list of
shareholders to be produced as evidence of the right of the persons challenged
to vote at such meeting, and all persons who appear from such list to be
shareholders entitled to vote thereat may vote at such meeting.

SECTION 2.9. Inspectors. The Board, in advance of any meeting of the
shareholders, may appoint one or more persons to act as inspectors (with
respect to any election to be held, or otherwise) at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding
at the meeting of the shareholders may, and if so requested by a shareholder
entitled to vote thereat shall, appoint one or more persons to act as
inspectors. In case any person appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the Board in advance of
the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability.

At such meeting the inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such other acts
as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them. Any report or certificate made by them
shall be prima facie evidence of the facts stated and of the vote as certified
by them.

SECTION 2.10. Stockholder Proposals and Nominations.

(a) Annual or Special Meetings of Shareholders. At any annual or special
meeting of shareholders, proposals by shareholders and persons nominated for
election as directors by shareholders shall be considered only if advance
notice thereof has been timely given as provided herein and such proposals or
nominations are otherwise proper for consideration under applicable law and
the Certificate of Incorporation and By-laws of the Company. Notice of any
proposal to be presented by any shareholder or of the name of any person to be
nominated by any shareholder for election as a director of the Company at any
meeting of shareholders shall be delivered to the Secretary of the Company at
its principal executive office (i) in the case of an annual meeting, not fewer
than 90 nor more than 120 days prior to the date of the meeting (provided that
with respect to the 1999 annual meeting a proposal submitted prior to November
30, 1998 for inclusion in the Company's proxy statement shall be deemed
timely); provided, however, that if the date of the meeting is first publicly
announced fewer than 100 days prior to the date of the meeting, such advance
notice shall be given not more than ten days following the earlier of the day
on which notice of the date of the meeting was mailed and public announcement
was made; and (ii) in the

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case of a special meeting at which directors are to be elected, not later than
the close of business on the tenth day following the earlier of the day on
which notice of the date of the meeting was mailed and public announcement was
made. Any shareholder who gives notice of any such proposal shall deliver
therewith the text of the proposal to be presented and a brief written
statement of the reasons why such shareholder favors the proposal and setting
forth such shareholder's name and address, the number and class of all shares
of each class of stock of the Company beneficially owned by such shareholder
and any material interest of such shareholder in the proposal (other than as a
shareholder generally) and whether such person has received any financial
assistance, funding or other consideration from any other person in respect of
the proposal (and the details thereof). Any shareholder desiring to nominate
any person for election as a director of the Company shall deliver with such
notice (i) a statement in writing setting forth the name of the person to be
nominated, the number and class of all shares of each class of stock of the
Company beneficially owned by such person, the information regarding such
person required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K
adopted by the Securities and Exchange Commission (or the corresponding
provisions of any regulation subsequently adopted by the Securities and
Exchange Commission applicable to the Company), (ii) such person's signed
consent to serve as a director of the Company if elected, (iii) such
shareholder's name and address, (iv) a confirmation of the number and class of
all shares of each class of stock of the Company beneficially owned by such
shareholder, (v) a confirmation that any governmental approvals required in
connection with such person's nomination, election or taking office as a
director of the Company have been obtained by such stockholder and/or nominee,
as applicable, and are in full force and effect as of the date of submission
of such notice of nomination and (vi) a statement as to whether such person or
shareholder received any financial assistance, funding or consideration from
any other person in respect of the nomination (and the details thereof). As
used herein, shares "beneficially owned" shall include all shares that such
person, together with such person's affiliates and associates (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as well as all shares of which such person, together
with such person's affiliates and associates, has the right to become the
beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in addition
to making any other determinations that may be appropriate to the conduct of
the meeting, shall determine whether such notice has been duly given and shall
direct that proposals and nominees not be considered if such notice has not
been given. In no event shall the public announcement of an adjournment of an
annual or special meeting commence a new time period for the giving of
shareholders notice as described above.

(b) Eligibility of Directors. Only such persons who are nominated in
accordance with the procedures set forth in this By-law shall be eligible to
serve as directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before a meeting in accordance with
the procedures set forth in this By-law.

(c) Public Announcement Defined. For purposes of this By-law, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated


<PAGE> 6


Press or comparable national news service or in a document publicly filed by
the Company with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

(d) Exchange Act Matters. Notwithstanding the foregoing provisions of
this By-law, a shareholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this By-law. Nothing in this By-law shall be deemed
to affect any rights (i) of shareholders to request inclusion of proposals in
the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of preferred stock of the Company, if any,
to elect directors under specified circumstances.

ARTICLE III
BOARD OF DIRECTORS

SECTION 3.1. General Powers. The business and affairs of the Company
shall be managed by the Board.

SECTION 3.2. Number. The Board shall consist of such number of
directors, not less than nine, as shall be fixed from time to time by
resolution adopted by a majority of the total number of directors which the
Company would have, prior to any increase or decrease, if there were no
vacancies on the Board. The tenure of office of a director shall not be
affected by any decrease in the number of directors so made by the Board.

SECTION 3.3. Qualifications. No person shall be eligible to serve as a
director unless, when his term commences, he is not less than eighteen years
of age nor (except in the case of those persons who were named as directors in
the Statement of Organization of the Company or who were members of the Board
of Trustees of The Bank of New York prior to April 30, 1957) more than seventy
years of age. Directors need not be shareholders.

SECTION 3.4. Election and Term. At each annual meeting of the
shareholders, directors shall be elected to hold office until the next annual
meeting. Subject to the provisions of these By-laws, each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified.

Directors shall be elected by the shareholders, except as otherwise
provided by law or the Certificate of Incorporation of the Company or these
By-laws. In order to be elected as a director by the shareholders, a person
must, except as otherwise provided by law, receive a plurality of the votes
cast by the holders of shares entitled to vote thereon at a meeting of the
shareholders for the election of directors at which a quorum shall be present.

SECTION 3.5. Resignations. Any director of the Company may resign at any
time by giving written notice to the Chairman, the President or the Secretary.
Such resignation shall take effect at the date of receipt of such notice, or
at any later time specified therein, and, unless

<PAGE> 7

otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 3.6. Removal. Any or all of the directors maybe removed for
cause by vote of the shareholders or by action of the Board.

SECTION 3.7. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board for any reason, except the removal of
directors by the shareholders without cause, shall be filled by election by
the affirmative vote of a majority of the directors then in office, even
though less than a quorum exists. Vacancies occurring as a result of the
removal of directors by the shareholders without cause shall be filled by the
shareholders.

A director elected to fill a vacancy, or to fill a newly created
directorship, shall be elected to hold office until the next annual meeting of
the shareholders and until his successor has been elected and qualified.

SECTION 3.8. Time and Place of Meetings; Content of Notice, if any.
Except as otherwise provided in these By-laws, the Board may hold any meeting
within or without the State of New York at such place, and at such time, as
from time to time may be designated by resolution of the Board or as shall be
specified in the notice of such meeting or in the waivers of notice thereof
signed by the directors at the time in office (other than any director who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice thereof to him). Except as otherwise specifically provided
by law or in these By-laws, any notice or waiver of notice of any meeting of
the Board need not contain any statement of the purpose or purposes of the
meeting or any specification of the business to be transacted thereat, but
shall specify the time and place thereof.

SECTION 3.9. Annual Meeting. Following each annual meeting of the
shareholders for the election of directors, the Board shall meet for the
purposes, without limitation, of organization and the annual election and
appointment of officers. The meeting of the Board to be held for such
purposes shall be the regular meeting of the Board next following each such
annual meeting of the shareholders, unless a special meeting of the Board
shall in the meantime have been duly called and held for such purposes.

SECTION 3.10. Regular Meetings. Regular meetings of the Board may be
held at such time and place as shall from time to time be specified in a
resolution of the Board, and no notice thereof need be given.

SECTION 3.11. Special Meetings. A special meeting of the Board may be
called at any time by the Chairman or, in his absence, by the President and
shall be called by the Chairman, the President or the Secretary upon the
written request of any two directors.

Except as otherwise provided by law, notice of each such meeting shall be
given to each director by mail, addressed to him at his residence or usual
place of business, not later than noon,

<PAGE> 8

New York time, on the third day prior to the day on which the meeting is to be
held, or shall be given to him, so addressed, by telegram or cable or
radiogram, or given to him personally by messenger or telephone, not later
than noon, New York time, on the day before the day on which such meeting is
to be held. Notices are deemed to have been given by mail, when deposited in
the United States mail, by telegram or cable or radiogram at the time of
filing, by messenger at the time of delivery, and by telephone at the time of
the telephone call.

Notice of such meeting need not be given to any director who submits a
signed waiver of notice whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement, the lack
of notice to him.

SECTION 3.12. Quorum and Manner of Acting. At all meetings of the Board
the presence of one-third of the entire Board shall be necessary to constitute
a quorum for the transaction of business thereat, and an act taken by vote of
a majority of the directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board, except as otherwise
provided by law or these By-laws.

Members of the Board may participate in a meeting of the Board by means
of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

Any action required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board consent in writing to the
adoption of a resolution authorizing the action. The resolution and the
written consents by the members of the Board shall be filed with the minutes
of the proceedings of the Board.

A majority of the directors present, whether or not a quorum shall be
present, may adjourn any meeting from time to time and from place to place.
Notice of any adjournment of a meeting to another time or place shall be given
in the manner described in Section 3.11 of these By-laws to the directors who
were not present at the time of the adjournment and, unless such time and
place are announced at the meeting, to the other directors. At any such
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting as originally
called if a quorum then had been present. The directors shall act only as a
Board and the individual directors shall have no power as such.

SECTION 3.13. Organization. At each meeting of the Board, the Chairman
or, in his absence, the President or, in his absence, such person as may be
designated by the Board or, in the absence of any of the foregoing, a director
chosen by a majority of the directors present, shall act as chairman thereof
and preside thereat; and the Secretary or, in his absence, the person whom the
chairman of such meeting shall appoint, shall act as secretary of such meeting
and keep the minutes thereof.

SECTION 3.14. Compensation. Each director, other than officers of the
Company or any of its subsidiaries, shall be paid such compensation as the
Board from time to time may determine

<PAGE> 9

for his services as director or as a member of any committee appointed by or
pursuant to the authorization of the Board, and shall, in addition, be
reimbursed for such transportation and other expenses as shall be incurred by
him in the performance of his duties. Nothing in this Section shall preclude
any director from serving the Company in any other capacity and receiving
compensation therefor.

SECTION 3.15. Interest of Directors and Officers in Transactions. In the
absence of fraud, no contract or other transaction between the Company and one
or more of its directors, or between the Company and any other corporation,
firm, association or other entity in which one or more of its directors or
officers are directors, or have a substantial financial interest, shall be
either void or voidable, irrespective of whether such interested director or
directors are present at the meeting of the Board, or of a committee thereof,
which approves such contract or transaction and irrespective of whether his or
their votes are counted for such purpose:

(a) if the material facts as to such director's interest in such
contract or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the Board, or a
committee thereof, and the Board or committee approves such contract or
transaction by a vote sufficient for such purpose without counting the vote of
such interested director or, if the votes of the disinterested directors are
insufficient to constitute an act of the Board under Section 3.12 of these By-
laws, by unanimous vote of the disinterested directors; or

(b) if the material facts as to such director's interest in such
contract or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the shareholders
entitled to vote thereon, and such contract or transaction is approved by vote
of such shareholders.

If there was no such disclosure or knowledge, or if the vote of such
interested director was necessary for the approval of such contract or
transaction at a meeting of the Board or committee at which it was approved,
the Company may avoid the contract or transaction unless the party or parties
thereto shall establish affirmatively that the contract or transaction was
fair and reasonable as to the Company at the time it was approved by the
Board, a committee or the shareholders.

Notwithstanding the foregoing, no loan, except advances in connection
with indemnification, shall be made by the Company to any director unless it
is authorized by vote of the shareholders without counting any shares of the
director who would be the borrower.


<PAGE> 10

ARTICLE IV
EXECUTIVE COMMITTEE

SECTION 4.1. How Constituted. The Board, by resolution adopted by a
majority of the entire Board, may appoint an Executive Committee, which shall
consist of the Chairman, the President, and not less than one other director.
The Executive Committee shall serve at the pleasure of the Board.

SECTION 4.2. Term of Office. Each member of the Executive Committee,
provided he continues to be a director, shall, subject to the provisions of
this Article, continue in office as such member until the next annual meeting
of the Board and until his successor, if any, shall have been appointed, or
until he shall resign or shall have been removed in the manner hereinafter
provided.

SECTION 4.3. Vacancies. In case any vacancy shall exist in the Executive
Committee resulting from any cause whatsoever, the Board may fill such vacancy
by resolution adopted by a majority of the entire Board.

SECTION 4.4. Powers. While the Board is not in session, the Executive
Committee shall have and may exercise (unless the Board shall otherwise
determine) all the authority and powers of the Board in the management of the
business and affairs of the Company, including generally and without
limitation all powers conferred upon or vested in the Board by law, by the
Certificate of Incorporation of the Company, by these By-laws or otherwise,
excepting the powers conferred upon the Board by this Article, and except that
the Executive Committee shall not have authority as to the following matters:

(a) the submission to shareholders of any action for which shareholders'
authorization is required;

(b) the filling of vacancies in the Board or in the Executive Committee
or any other committee having any of the authority of the Board;

(c) the fixing of compensation of the directors for serving on the Board
or on the Executive Committee or any other committee;

(d) the amendment or repeal of these By-laws, or the adoption of new By-
laws;

(e) the amendment or repeal of any resolution of the Board which by its
terms is not amendable or repealable;

(f) the removal or indemnification of directors; or

(g) the taking of action which is expressly required by law to be taken
at a meeting of the Board or by a specified proportion of the directors.


<PAGE> 11


SECTION 4.5. Resignations. Any member of the Executive Committee may
resign at any time by giving written notice to the Board, the Chairman, the
President or the Secretary. Such resignation shall take effect at the time of
receipt of such notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 4.6. Removal. Any member of the Executive Committee, other than
a member who shall at the time be the Chairman or the President, may be
removed by the Board with or without cause at any time.

SECTION 4.7. Quorum and Manner of Acting. A majority of the members of
the Executive Committee shall be necessary to constitute a quorum, and an act
taken by vote of a majority of the members of the Committee present at the
time of the vote, if a quorum is present at such time, shall be the act of the
Committee. Members of the Executive Committee may participate in a meeting of
the Committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting. Any action required or permitted to be taken by the
Executive Committee may be taken without a meeting if all members of the
Committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents by the members of the
Committee shall be filed with the minutes of the proceedings of the Committee.
Subject to the foregoing, and unless the Board shall otherwise decide, the
Executive Committee shall fix its rules of procedure, determine its action and
fix the time and place of its meetings. The Executive Committee shall keep a
record of its proceedings, which shall be at all times available to the
directors. All action taken by the Executive Committee shall be reported to
the Board at its next meeting.

SECTION 4.8. Alternate Members. The Board, by resolution adopted by a
majority of the entire Board, may appoint one or more directors as alternate
members of the Executive Committee, to serve, in accordance with the terms of
such resolution, as replacements for, and with the authority and powers of,
any members of that Committee absent from any meeting thereof.

ARTICLE V
OTHER COMMITTEES

SECTION 5.1. Other Committees of Directors. The Board, by resolution
adopted by a majority of the entire Board, may from time to time designate
from among its members such other committees consisting of three or more
directors as it may deem advisable and grant to any such committee, to the
extent provided in the resolution creating it, authority of the Board;
provided, however, that no such committee shall be granted any power or
authority withheld from the Executive Committee by Section 4.4 of these By-
laws. Each such committee shall serve at the pleasure of the Board. All
provisions of Sections 4.2, 4.3, 4.5, 4.6, 4.7 and 4.8 of these By-laws shall
apply to each such committee and the members thereof with the same force and
effect as if such committee were referred to in the text of such provisions in
each instance in which the Executive Committee is so referred to.


<PAGE> 12


SECTION 5.2. Other Committees of Directors, Officers and/or Other
Persons. The Board may appoint, or authorize the Chairman or, in his absence,
the President to appoint, from time to time, such other committees consisting
of directors, officers and/or other persons and having such powers, duties and
functions in or relating to the business and affairs of the Company as the
Board may determine. Each such committee and each member thereof shall serve
at the pleasure of the Board and, in the case of any committee appointed by
the Chairman or the President, at the pleasure of the Chairman or, in his
absence, of the President. A majority of all the members of any such
committee, or, in the case of any committee appointed by the Chairman or the
President, the Chairman or, in his absence, the President, may determine the
rules of order and procedure of such committee and the time and place of its
meetings, unless the Board shall otherwise provide.

ARTICLE VI
OFFICERS

SECTION 6.1. Number and Qualifications. The officers of the Company
shall be a Chairman, a President, one or more Vice Chairmen of the Board
(herein called Vice Chairman or Vice Chairmen), a Secretary, a Treasurer, and
such other officers, including but not by way of limitation Vice Presidents
(who may include one or more Executive Vice Presidents and Senior Vice
Presidents), a Comptroller and an Auditor, as may be elected or appointed in
accordance with the provisions of these By-laws. The Chairman, the President
and any Vice Chairmen shall be elected, and the other officers may, but need
not be, elected or appointed, from among the directors. One person may hold
any two or more offices and perform the duties thereof except those of
President and Secretary.

SECTION 6.2. Annually Elected Officers. The Chairman, the President, any
Vice Chairmen, any Vice Presidents, the Secretary, the Treasurer and such
other officers, if any, as the Board may determine, shall be elected by the
Board at each annual meeting. Each such officer shall hold office until the
next annual meeting of the Board and until his successor, if any, shall have
been elected and shall have qualified, or until his death, or until he shall
resign or shall be removed in the manner hereinafter provided.

SECTION 6.3. Additional Officers. The Board may from time to time elect
such additional officers (including Vice Chairmen and Vice Presidents) as it
shall deem advisable. The Board may also delegate to the Chairman or, in his
absence, the President the power to appoint such further officers as the Board
shall deem advisable. Each such officer shall serve at the pleasure of the
Board and, in the case of an officer appointed by the Chairman or the
President, also at the pleasure of the Chairman or, in his absence, of the
President.

SECTION 6.4. Removal. Any officer may be removed by the Board, and an
officer appointed by the Chairman or the President may be removed by the
Chairman or, in his absence, the President, at any time, or his authority may
be suspended by the Board or the Chairman or, in his absence, the President,
with or without cause (in the latter case without prejudice to his


<PAGE> 13


contract rights, if any). The election or appointment of an officer shall not
be deemed of itself to create contract rights.

SECTION 6.5. Resignations. Any officer may resign at any time by giving
written notice to the Board, the Chairman, the President or the Secretary.
Such resignation shall take effect at the date of the receipt of such notice
or any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.

SECTION 6.6. Vacancies. A vacancy from any cause in any office referred
to above may be filled at any time for the unexpired portion of the term, if
any, in the manner prescribed in these By-laws for regular election or
appointment to such office.

SECTION 6.7. Salaries. The salaries of the officers elected by the Board
shall be fixed from time to time by the Board. The salaries of the officers
appointed by the Chairman or the President shall be fixed from time to time by
the Board or the Chairman or, in his absence, the President. No officer shall
be prevented from receiving such salary by reason of the fact that he is also
a director of the Company.

SECTION 6.8. Powers and Duties. The officers of the Company shall have
such authority and perform such duties in the management of the Company as may
be prescribed by these By-laws or by the Board and, to the extent not so
prescribed, they shall have such authority and perform such duties in the
management of the Company, subject to the control of the Board, as generally
pertain to their respective offices.

The Chairman shall be the chief executive officer of the Company.

The Board may require any officer, agent or employee to give security for
the faithful performance of his duties.

ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 7.1. Indemnification. Except to the extent expressly prohibited
by the New York Business Corporation Law, the Company shall indemnify any
person made or threatened to be made a party to any action or proceeding,
whether civil or criminal, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of the Company,
or serves or served at the request of the Company any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
in any capacity, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred in
connection with such action or proceeding, or any appeal therein; provided
that no such indemnification shall be made if a judgment or other final
adjudication adverse to such person established that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled; and provided further that no such
indemnification shall be required with respect to any

<PAGE> 14

settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the Company has given its prior consent to such
settlement or other disposition.

The Company may advance or promptly reimburse upon request any person
entitled to indemnification hereunder for all expenses, including attorneys'
fees, reasonably incurred in defending any action or proceeding in advance of
the final disposition thereof upon receipt of an undertaking by or on behalf
of such person to repay such amount if such person is ultimately found not to
be entitled to indemnification or, where indemnification is granted, to the
extent the expenses so advanced or reimbursed exceed the amount to which such
person is entitled; provided, however, that such person shall cooperate in
good faith with any request by the Company that common counsel be utilized by
the parties to an action or proceeding who are similarly situated unless to do
so would be inappropriate due to actual or potential differing interests
between or among such parties.

Nothing herein shall limit or affect any right of any person otherwise
than hereunder to indemnification or expenses, including attorneys' fees,
under any statute, rule, regulation, certificate of incorporation, by-law,
insurance policy, contract or otherwise.

Anything in these By-laws to the contrary notwithstanding, no elimination
of this By-law, and no amendment to this By-law adversely affecting the right
of any person to indemnification or advancement of expenses hereunder, shall
be effective until the 60th day following notice to such person of such
action, and no elimination of or amendment to this By-law shall deprive any
person of his or her rights hereunder arising out of alleged or actual
occurrences, acts or failures to act prior to such 60th day.

The Company shall not, except by elimination of or amendment to this By-
law in a manner consistent with the preceding paragraph, take any corporate
action or enter into any agreement which prohibits, or otherwise limits the
rights of any person to, indemnification in accordance with the provisions of
this By-law. The indemnification of any person provided by this By-law shall
continue after such person has ceased to be a director or officer of the
Company and shall inure to the benefit of such person's heirs, executors,
administrators and legal representatives.

The Company is authorized to enter into agreements with any of its
directors or officers extending rights to indemnification and advancement of
expenses to such person to the fullest extent permitted by applicable law, but
the failure to enter into any such agreement shall not affect or limit the
rights of such person pursuant to this By-law, it being expressly recognized
hereby that all directors or officers of the Company by serving as such after
the adoption hereof, are acting in reliance hereon and that the Company is
estopped to contend otherwise.

In case any provision in this By-law shall be determined at any time to
be unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of
the Company to afford indemnification and advancement of expenses to its
directors and officers, acting in such capacities or in the other capacities
mentioned herein, to the fullest extent permitted by law.

<PAGE> 15


For purposes of this By-law, the Company shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his or her duties to the Company also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a person with respect
to any employee benefit plan pursuant to applicable law shall be considered
indemnifiable expenses. For purposes of this By-law, the terms "Company"
shall include any legal successor to the Company, including any corporation
which acquires all or substantially all of the assets of the Company in one or
more transactions.

A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in the first paragraph of this By-law shall be indemnified as authorized in
such paragraph. Except as provided in the preceding sentence and unless
ordered by a court, indemnification under this By-law shall be made by the
Company if, and only if, authorized in the specific case:

(1) By the Board of Directors acting by a quorum consisting of directors
who are not parties to such action or proceeding upon a finding that the
director or officer has met the standard of conduct set forth in the first
paragraph of this By-law, or,

(2) If such a quorum is not obtainable or, even if obtainable, a quorum
of disinterested directors so directs;

(a) by the Board of Directors upon the opinion in writing of independent
legal counsel that indemnification is proper in the circumstances because the
standard of conduct set forth in the first paragraph of this By-law has been
met by such director or officer; or

(b) by the shareholders upon a finding that the director or officer has
met the applicable standard of conduct set forth in such paragraph.

If any action with respect to indemnification of directors and officers
is taken by way of amendment of these By-laws, resolution of directors, or by
agreement, the Company shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for
the election of directors a statement specifying the action taken.

<PAGE> 16

ARTICLE VIII
CONTRACTS, CHECKS, DRAFTS, ETC.

SECTION 8.1. Contracts, etc. Except as otherwise provided in these By-
laws or by law, all deeds, bonds, mortgages, contracts and other instruments
to be executed in the name and on behalf of the Company, either for its own
account or in a fiduciary or other capacity, shall be signed by the Chairman,
the President, a Vice Chairman, an Executive Vice President, a Senior Vice
President, a Vice President, the Treasurer, or the Comptroller, or any other
officer or officers or agent or agents of the Company designated for that
purpose by the Board or by the Chairman, the President, a Vice Chairman, an
Executive Vice President, a Senior Vice President or a Vice President, and the
seal of the Company shall if appropriate be affixed hereto by any of such
officers or the Secretary or any Assistant Secretary.

SECTION 8.2. Checks, Drafts, etc. Except as otherwise provided in these
By-laws or by law, all checks, drafts, bills of exchange and other orders for
the payment of money, and all letters of credit, promissory notes and other
instruments obligating the Company for the payment of money, shall be signed
on behalf of the Company in such manner and by such person or persons as from
time to time shall be determined by the Board. Except as the Board may
otherwise prescribe, the Chairman, the President, a Vice Chairman, an
Executive Vice President, a Senior Vice President, a Vice President, the
Treasurer, the Secretary, the Comptroller, an Assistant Vice President if any,
any Assistant Treasurer or any Assistant Secretary, or any other officer or
officers or agent or agents to whom such power may be delegated by the Board
or by the Chairman, the President, a Vice Chairman, an Executive Vice
President, a Senior Vice President or a Vice President, may sign on behalf of
the Company all checks, drafts, bills of exchange, letters of credit,
promissory notes and other instruments obligating the Company for the payment
of money, and endorse and deliver for deposit, collection or credit for
account of the Company any bill of exchange, draft, check or other order for
the payment of money, or any note or other instrument for the payment of
money, or any bill of lading, warehouse receipt, insurance policy or other
commercial document requiring endorsement for collection or endorsement on
behalf of the Company.

SECTION 8.3. Securities of 0ther Corporations. Securities of other
corporations held by the Company may be voted by any officer designated by the
Board and, in the absence of any such designation, by the Chairman, the
President, a Vice Chairman, a Vice President, the Secretary, the Treasurer or
the Comptroller.

ARTICLE IX
SHARES OF STOCK

SECTION 9.1. Certificates for Shares of Stock. Each certificate for a
share or shares of stock of the Company shall be in such form as shall be
approved by the Board, shall be signed by the Chairman, the President, a Vice
Chairman, or a Vice President, and by the Secretary, the Treasurer, an
Assistant Secretary or an Assistant Treasurer, and shall be sealed with the
seal of the Company or a facsimile thereof. The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar

<PAGE> 17

other than the Company itself or its employee. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may
nevertheless be issued by the Company with the same effect as if he were such
officer at the date of its issue.

If the Company is authorized to issue shares of more than one class, each
certificate representing shares issued by the Company shall set forth upon the
face or back of the certificate, or shall state that the Company will furnish
to any shareholder upon request and without charge, a full statement of the
designation, relative rights, preferences and limitations of the shares of
each class of shares authorized to be issued and the designation, relative
rights, preferences and limitations of each series of any class of preferred
shares authorized to be issued so far as the same have been fixed and the
authority of the Board to designate and fix the relative rights, preferences
and limitations of other series.

Each certificate representing shares shall state upon the face thereof:

(a) that the Company is formed under the laws of the State of New York;

(b) the name of the person or persons to whom issued; and

(c) the number and class of shares, and the designation of the series,
if any,
which such certificate represents.

SECTION 9.2. Transfer of Shares of Stock. A transfer of shares of stock
of the Company shall be made on the record of shareholders of the Company
after satisfaction of all legal prerequisites to the Company's duty to
register such transfer, including the surrender of the certificate therefor
which shall be canceled when the new certificate is issued.

SECTION 9.3. Registered Holders. The Company shall be entitled to treat
and shall be protected in treating the persons in whose names shares or any
warrants, rights or options stand on the record of shareholders, warrant
holders, rights holders or option holders, as the case may be, as the owners
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, any such share, warrant, right or option on
the part of any other person, whether or not the Company shall have notice
thereof, except as expressly provided otherwise by the statutes of the State
of New York.

SECTION 9.4. Lost, Stolen or Destroyed Share Certificates. No
certificate for shares of the Company shall be issued in place of any
certificate alleged to have been lost, destroyed or wrongfully taken, except,
if and to the extent required by the Board, upon:

(a) production of evidence of loss, destruction or wrongful taking;

(b) delivery of a bond indemnifying the Company and its agents against
any claim that may be made against it or them on account of the alleged loss,
destruction or wrongful taking of the replaced certificate or the issuance of
the new certificate;


<PAGE> 18


(c) payment of the expenses of the Company and its agents incurred in
connection with the issuance of the new certificate; and

(d) compliance with such other reasonable requirements as may be imposed.

SECTION 9.5. Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of
any rights, or for the purpose of any other action, the Board may fix, in
advance, a date not more than fifty days and not less than ten days before the
date of such meeting, and not more than fifty days prior to any other action,
as the record date for any such determination of shareholders. Upon
adjournment of any meeting, the Board may but shall not be required to fix a
new record date.

If a record date for any such determination of shareholders is not fixed
by the Board, then, the record date for such determination shall be as
provided by law.

SECTION 9.6. Regulations, Transfer Agents and Registrars. The Board may
make such further rules and regulations as it may deem expedient, not
inconsistent with these By-laws or with the Certificate of Incorporation of
the Company, concerning the issue, transfer and registration of certificates
for shares of stock of the Company. It may appoint one or more transfer
agents and one or more registrars of transfers, and may require all
certificates of stock to bear the signature of either or both.

ARTICLE X
SEAL

SECTION 10.1. Seal. The Board may adopt a corporate seal, alter such
seal at pleasure, and authorize it to be used by causing it or a facsimile to
be affixed or impressed or reproduced in any other manner.

ARTICLE XI
FISCAL YEAR

SECTION 11.1. Fiscal Year. The fiscal year of the Company shall be the
calendar year.

ARTICLE XII
BOOKS

SECTION 12.1. Books. The Company shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
shareholders, the Board and the Executive Committee if any. There shall be
kept at the principal office of the Company or at the office of its transfer
agent or registrar, if any, in the State of New York, a record containing the
names and addresses of all shareholders of the Company, the number of shares
held by each

<PAGE> 19

and the dates when they respectively became the owners of record thereof. Any
of the foregoing books, records or minutes may be in legible form or in any
other form capable of being converted into legible form within a reasonable
time.

The Board shall have power to determine from time to time, subject to
the laws of the State of New York, whether and to what extent and at what
times and places and under what conditions and regulations the accounts,
books, records or other documents of the Company, or any of them, shall be
open to inspection, and no creditor, security holder or other person shall
have any right to inspect any account, book, record or other document of the
Company, except as conferred by the laws of the State of New York or these By-
laws, unless and until authorized to do so by resolution of the Board or of
the shareholders.

ARTICLE XIII
AMENDMENTS

SECTION 13.1. Amendments. By-laws of the Company may be adopted, amended
or repealed by vote of the holders of the shares at the time entitled to vote
in the election of any directors. By-laws may also be adopted, amended or
repealed by the Board, by resolution adopted by a majority of the entire
Board, but any By-law adopted by the Board may be amended or repealed by the
shareholders entitled to vote thereon as hereinabove provided.

If any By-law regulating an impending election of directors is adopted,
amended or repealed by the Board, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors the By-law so
adopted, amended or repealed, together with a concise statement of the changes
made.