AMENDED AND RESTATED
 
                                     BY-LAWS
 
                                       OF
 
                          DELPHI FINANCIAL GROUP, INC.
                      (formerly, RSL Holding Company, Inc.)
 
                                    ARTICLE I
 
                                     OFFICES
 
     Section 1. The registered office shall be located in the City of
Wilmington, County of New Castle, State of Delaware.
 
     Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
     Section 1. All meetings of the stockholders for the election of directors
shall be held at such place, within or without the State of Delaware, as may be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
 
     Section 2. Annual meetings of stockholders, at which they shall elect a
board of directors and transact such other business as may properly be brought
before the meeting, commencing with the year 1991, shall be held at such time
and on such day within the month of April of each year, or at such other date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting.
 
     Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.
 
     Section 4. The officer who has charge of the stock ledger of
 
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the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number and class, if applicable, of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
 
     Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, shall be called solely by resolution of the board of directors,
acting by not less than a majority of the entire board. Such resolution shall
state the purpose or purposes of the proposed meeting.
 
     Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten or more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.
 
     Section 7. The holders of stock representing a majority of the voting power
of all classes of stock issued and outstanding and entitled to vote at any
meeting, present in person or represented by proxy, shall constitute a quorum of
the stockholders for the transaction of business except as otherwise provided by
statute, the Restated Certificate of Incorporation or these By-laws; provided,
however, that where a separate vote by class or classes is required on any
matter, the holders of stock representing a majority of the voting power of the
class or classes issued and outstanding and entitled to vote on such matters,
present in person or represented by proxy, shall constitute a quorum with
respect to such matter. If a quorum is present or represented at any meeting
with respect to any matter, the vote of the holders of stock representing a
majority of the votes which are cast affirmatively or negatively shall decide
any question brought before such meeting, unless the question is one upon which
by express provision of law, the Restated Certificate of Incorporation or these
By-laws a different vote is required in which case such express provision shall
govern and control the decision of such question; provided, however, that the
directors shall be elected by a plurality of votes cast. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the
 
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                                       -3-
 
 
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. If the time and place
of the adjourned meeting are announced at the meeting at which an adjournment is
taken, then, at such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
 
                                   ARTICLE III
 
                                    DIRECTORS
 
     Section 1. The number of directors which shall constitute the whole board
of directors shall initially be 2. However, at any time and from time to time,
the number of directors which shall constitute the whole board of directors may
be increased to not more than 14 or decreased to not less than 5, by resolution
of the board of directors, provided that no decrease in the number of
directorships shall shorten the term of any incumbent director. Any change in
the number of directorships must be authorized by a majority of the whole board
of directors, as constituted immediately prior to such change. The directors
shall be elected annually, either at the annual meeting of the stockholders or
by written consent of all the stockholders entitled to vote in lieu of the
annual meeting, except as provided in Section 2 of this Article III, and each
director elected shall hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or until his earlier death or
resignation. Directors need not be stockholders.
 
     Section 2. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the directors
then in office, though less than a quorum, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and qualified. A vacancy created by the removal of a director by the
stockholders may be filled by the stockholders. If, at the time of filling any
vacancy or any newly created directorship, the directors then in office shall
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the total voting
power of all shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chose by the directors
then in office.
 
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                                       -4-
 
 
     Section 3. The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Restated Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.
 
                       MEETINGS OF THE BOARD OF DIRECTORS
 
     Section 4. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be announced at the annual meeting of
stockholders and no other notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present, or in the event such meeting is not held at the time and place
so fixed, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed by all of the
directors.
 
     Section 5. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
 
     Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board of directors.
 
     Section 7. Special meetings of the board of directors may be called by the
chairman or the chief executive officer (a) by written notice mailed to each
director first class postage prepaid, not later than the fifth day before the
meeting, or (b) by either written or oral notice given personally or by
telephone or other means of electronic communication, in which case the meeting
may be held as soon after such notice is given as a quorum shall be assembled at
the place of the meeting, unless another time shall be specified in the notice.
Special meetings shall be called by the chairman, the chief executive officer or
the secretary in like manner and on like notice on the written request of any
two directors.
 
     Section 8. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.
 
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                                       -5-
 
 
     Section 9. At all meetings of the board of directors a majority of the
total number of directors then constituting the whole board of directors shall
constitute a quorum for the transaction of business. The act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the Restated Certificate of Incorporation or by these By-laws. If
a quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
 
     Section 10. Unless otherwise restricted by the Restated Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if prior to such action all members of the board of directors
or committee, as the case may be, consent thereto in writing, and such written
consent or consents are filed with the minutes of proceedings of the board of
directors or committee.
 
     Section 11. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors or any committee by means of conference telephone or similar
communications equipment so long as all persons participating in the meeting can
hear each other, and such participation in a meeting shall constitute presence
in person at the meeting.
 
                             COMMITTEES OF DIRECTORS
 
     Section 12. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more directors. Subject to the foregoing, the board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of such committee.
 
     In the absence or disqualification of a member of a committee, the member
or members thereof present at any committee 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 committee meeting in the
place of any such absent or disqualified member, so long as the director so
chosen to act at such committee meeting is of the same class of directors as the
absent or disqualified committee member.
 
     Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the
 
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                                       -6-
 
 
powers and authority of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to (i) amending 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 General
Corporation Law of the State of Delaware, fix 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), (ii) adopting an
agreement of merger or consolidation, (iii) recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, (iv) recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution or (v) amending the By-laws of the
corporation; and, unless the resolution or the Restated Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock of any
class or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.
 
     Section 13. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when requested.
 
                            COMPENSATION OF DIRECTORS
 
     Section 14. Unless otherwise restricted by the Restated Certificate of
Incorporation or these By-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation and
reimbursement for expenses for attending committee meetings.
 
                              REMOVAL OF DIRECTORS
 
     Section 15. Unless otherwise restricted by the Restated Certificate of
Incorporation or these By-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
voting power of all shares of the
 
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                                       -7-
 
 
capital stock of the corporation entitled to vote at an election of directors;
provided, however, that whenever the holders of any class or series of stock of
the corporation are entitled to elect one or more directors by the Restated
Certificate of Incorporation, this Section 15 shall apply, with respect to
removal without cause of a director or directors so elected, to the vote of the
holders of outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole.
 
                                   ARTICLE IV
 
                                     NOTICES
 
     Section 1. Whenever, under the provisions of statute or of the Restated
Certificate of Incorporation or of these By-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail addressed to such
director or stockholder at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram, personally or by telephone or
other means of electronic communication.
 
     Section 2. Whenever any notice is required to be given under the provisions
of statute or of the Restated Certificate of Incorporation or of these By-laws,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated in such notice, shall be deemed
equivalent to the giving of such notice.
 
                                    ARTICLE V
 
                                    OFFICERS
 
     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a chief executive officer, a president, one or more vice
presidents, a secretary and a treasurer. In the discretion of the board of
directors, there may also be a chairman and a vice chairman of the board of
directors. The board of directors may also choose one or more assistant
secretaries and assistant treasurers and such subordinate officers as may, from
time to time, be deemed desirable. Two or more offices may be held by the same
person except the offices of president and secretary or the offices of president
and treasurer.
 
     Section 2. The board of directors shall elect officers of the corporation
at its first meeting after each annual meeting of stockholders.
 
<PAGE>
 
                                       -8-
 
 
     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.
 
     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.
 
     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the members of the board of directors. Any vacancy occurring in any office of
the corporation shall be filled by the board of directors.
 
                                  THE CHAIRMAN
 
     Section 6. The chairman of the board of directors, if there be a chairman,
shall be chosen from among the directors, shall preside at all meetings of the
stockholders and directors, and shall have such powers and duties as may from
time to time be assigned to him by the board of directors.
 
                                THE VICE CHAIRMAN
 
     Section 7. The vice chairman of the board of directors, if there be a vice
chairman, shall be chosen from among the directors, shall preside (in the
absence or disability of the chairman) at all meetings of the stockholders and
directors, and shall have such powers and duties as may from time to time be
assigned to him by the board of directors.
 
                  THE CHIEF EXECUTIVE OFFICER AND THE PRESIDENT
 
     Section 8. The chief executive officer of the corporation, in the absence
or disability of the chairman and vice chairman, or if there be no chairman or
vice chairman, shall preside at all meetings of the stockholders. The chief
executive officer shall have full responsibility for the supervision and
direction of the business and affairs of the corporation, subject to the control
of the board of directors, and shall see that all resolutions and directives of
the board of directors are carried into effect, and shall perform such duties as
from time to time may be assigned by the board of directors, to which the chief
executive officer will directly report.
 
          The president shall be the chief operating officer of the corporation
and shall perform such management and other duties in connection with the
operations of the corporation as the board of directors or the chief executive
officer shall from time to time determine, and shall report directly to the
chief
 
<PAGE>
 
                                       -9-
 
 
executive officer. The president shall, to the extent requested by the chief
executive officer, supervise and counsel with one or more other officers of the
corporation and shall perform such other duties as may be assigned with the
chief executive officer or as the board of directors may from time to time
determine.
 
                                 VICE PRESIDENTS
 
     Section 9. The several vice presidents, if any, shall perform such duties
and have such powers as may from time to time be assigned to them by the board
of directors or the president. In the absence or disability of the president,
the duties of the president shall be performed and his powers may be exercised
by such vice president as shall be designated by the president or the board of
directors.
 
                      THE SECRETARY AND ASSISTANT SECRETARY
 
     Section 10. The secretary shall take minutes of the proceedings of the
stockholders and the board of directors and record the same in a suitable book
for preservation and shall perform like duties for the standing committees when
required. He shall give notice of all regular and duly called special meetings
of the stockholders and the board of directors. He shall have charge of and keep
the seal of the corporation, and affix the seal, attested by his signature, to
such instruments as may require the same. Unless the board of directors shall
have appointed a transfer agent, he shall have charge of the certificate books,
transfer books and stock ledger, and shall prepare voting lists prior to all
meetings of the stockholders. He shall have charge of such other books and
papers as the board of directors may direct and shall perform such other duties
as may be prescribed from time to time by the board of directors or the
president.
 
     Section 11. The assistant secretary, if there shall be one, or if there
shall be more than one, the assistant secretaries in the order determined by the
Board of Directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
 
                      THE TREASURER AND ASSISTANT TREASURER
 
     Section 12. The treasurer shall have custody of the funds, securities and
other assets of the corporation. He shall keep a full and accurate record of all
receipts and disbursements of the corporation in books belonging to the
corporation, and shall deposit or cause to be deposited in the name of the
corporation all monies or other valuable effects in such banks, trust companies,
or other depositories as may from time to time be
 
<PAGE>
 
                                      -10-
 
 
selected by the board of directors. He shall have power to make and endorse
notes and pay out monies on checks without countersignature and shall perform
such other duties as may be prescribed from time to time by the board of
directors or the president.
 
     If required by the board of directors, the treasurer shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
 
     Section 13. The assistant treasurer, if there shall be one, or, if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors shall, in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
 
                                     PROXIES
 
     Section 14. The chairman or vice chairman of the Board, acting alone, shall
have full power and authority on behalf of the corporation to attend and act at
any meeting of stockholders of any corporation in which the corporation may hold
stock, and at any such meeting shall possess and exercise any and all rights and
powers incident to the ownership of such stock which, as the owner thereof, the
corporation might have possessed and exercised if present; and the chairman or
vice chairman shall have full power to execute on behalf of the corporation any
written consent in lieu of a meeting of stockholders of any corporation in which
the corporation owns all of the outstanding stock having voting power, where
such consent is permitted under the laws of the jurisdiction in which such
corporation is organized. The board of directors, by resolution, may confer like
powers upon any person or persons or limit or curtail such power.
 
                                   ARTICLE VI
 
                             CERTIFICATES FOR SHARES
 
     Section 1. Every owner of capital stock of the corporation shall be
entitled to have a certificate or certificates in such form as the board of
directors shall prescribe certifying the number of shares of capital stock of
the corporation owned by him, except as provided below. The certificates shall
be signed by hand or by facsimile in the name of the corporation by such
 
<PAGE>
 
                                      -11-
 
 
officer or officers as the board of directors shall appoint. The board of
directors may provide by resolution that the capital stock of the corporation
shall be uncertificated shares. Notwithstanding the adoption of such a
resolution by the board of directors, every holder of uncertificated shares of
capital stock of the corporation shall, upon request, be entitled to receive a
certificate, signed by such officer or officers designated by the corporation
and prescribed by statute, representing the number of shares of capital stock of
the corporation in registered certificate form. A record shall be kept of the
names of the persons owning any such stock, whether certificated or
uncertificated, and the number of shares of capital stock of the corporation
owned by each such person.
 
     Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon.
 
     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock; provided that, except as
otherwise provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences, and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
 
     Within a reasonable time after the issuance or 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 Section 151, 156, 202(a) or 218(a) of the General
Corporation Law of the State of Delaware or a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
 
     Section 2. Any of or all the signatures on a certificate
 
<PAGE>
 
                                      -12-
 
 
may be by facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be 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 or she were such officer, transfer agent or registrar at the date of
issue.
 
                                LOST CERTIFICATES
 
     Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct or an agreement of indemnification
satisfactory to the corporation as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
 
                                TRANSFER OF STOCK
 
     Section 4. Upon surrender to the secretary of the corporation, or, if a
transfer agent for the corporation has been named by the board of directors, to
the transfer agent, of a certificate representing shares duly endorsed or
accompanied by a proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation. Upon receipt of proper transfer instructions from the registered
owner of uncertificated shares, such uncertificated shares shall be cancelled
and issuance of new equivalent uncertificated shares or certificated shares
shall be made to the person entitled thereto and the transactions shall be
recorded upon the books of the corporation.
 
                               FIXING RECORD DATE
 
     Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive
payment of any dividend or other distribution or allotment of any rights or to
exercise any rights in respect of any change, conversion or exchange of stock or
for
 
<PAGE>
 
                                      -13-
 
 
the purpose of any other lawful action, the board of directors may fix a record
date, which record date shall not precede the date on which a resolution fixing
the record date is adopted and which record date shall not be more than sixty
(60) nor less than ten (10) days before the date of any meeting of stockholders,
nor more than sixty (60) days prior to the time for such other action as
hereinbefore described; provided, however, that if no record date is fixed by
the board of directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held, and, for determining stockholders entitled to receive
payment of any dividend or other distribution or allotment of rights or to
exercise any rights of change, conversion or exchange of stock or for any other
purpose, the record date shall be at the close of business on the day on which
the board of directors adopts a resolution relating thereto.
 
     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.
 
     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which shall not precede the date upon which a resolution
fixing the record date is adopted by the board of directors, and which record
date shall be not more than ten (10) days after the date upon which the
resolution fixing the record date is adopted. If no record date has been fixed
by the board of directors and no prior action by the board of directors is
required by the Delaware General Corporation Law, the record date 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 in the manner prescribed by
Article III, Section 10 hereof. If no record date has been fixed by the board of
directors and prior action by the board of directors is required by the Delaware
General Corporation Law with respect to the proposed action by written consent
of the stockholders, the record date for determining stockholders entitled to
consent to corporate action in writing shall be at the close of business on the
day on which the board of directors adopts the resolution taking such prior
action.
 
                             REGISTERED STOCKHOLDERS
 
     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of capital stock to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person
 
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                                      -14-
 
 
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares of
capital stock on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.
 
                                SIGNING AUTHORITY
 
     Section 7. Except as provided below and as below and as otherwise required
by law, all contracts, assignments, transfers, deeds, stock powers or other
instruments of the corporation may be executed and delivered by the chief
executive officer, the president or any vice president or by such other officer
or officers, or agent or agents, of the corporation as shall be thereunto
authorized from time to time either by the board of directors or by power of
attorney executed by any person pursuant to authority granted by the board of
directors, and the secretary or any assistant secretary, the treasurer or any
assistant treasurer may affix the seal of the corporation thereto and attest
same. Certificates representing stock and certificates issued upon request to
holders of uncertificated stock shall be signed by (i) the chairman, vice
chairman, chief executive officer, president or vice president, and (ii) the
secretary, treasurer an assistant secretary or an assistant treasurer.
 
                                   ARTICLE VII
 
                               GENERAL PROVISIONS
                                    DIVIDENDS
 
     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the Restated Certificate of Incorporation, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Restated Certificate of Incorporation.
 
     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time in their absolute discretion, think 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 directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
 
                                ANNUAL STATEMENT
 
     Section 3. The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders
 
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                                      -15-
 
 
when called for by vote of the stockholders, a full and clear statement of the
business and financial condition of the corporation.
 
                                     CHECKS
 
     Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer of officers or such other person or persons as
the board of directors may from time to time designate.
 
                                   FISCAL YEAR
 
     Section 5. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
 
                                      SEAL
 
     Section 6. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
 
                                  ARTICLE VIII
 
                          INSURANCE AND INDEMNIFICATION
 
     Section 1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than such law permitted
the corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that
except as provided in Section 3 of this Article VIII with respect
 
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to proceedings to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation.
 
     Section 2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article VIII shall include the right to be paid
by the corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section 2 or otherwise. The rights to indemnification
and to the advancement of expenses conferred in Sections 1 and 2 of this Article
VIII shall be contract rights and such rights shall continue as to an indemnitee
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and administrators.
 
     Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or
2 of this Article VIII is not paid in full by the corporation within sixty (60)
days after a written claim has been received by the corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses), it shall be a
defense that, and (ii) in any suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the corporation
shall be entitled to recover such expenses upon a final adjudication that the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the corporation
(including its board of directors, independent legal
 
<PAGE>
 
                                      -17-
 
 
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its board of directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall either create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article VIII or otherwise shall be on the
corporation.
 
     Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article VIII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Restated Certificate of Incorporation, these By-Laws, any
agreement, vote of stockholders or disinterested directors or otherwise.
 
     Section 5. Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any present or former director, officer, employee
or agent of the corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
 
     Section 6. Indemnification of Employees and Agents of the Corporation. The
corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the corporation to the fullest extent of the provisions
of this Article VIII with respect to the indemnification and advancement of
expenses of directors and officers of the corporation.
 
                                   ARTICLE IX
 
                                   AMENDMENTS
 
     Section 1. These By-Laws may be altered, amended or repealed or new By-laws
may be adopted (a) at any regular or special meeting of stockholders at which a
quorum is present or represented, provided notice of the proposed alteration,
amendment
 
<PAGE>
 
                                      -18-
 
 
or repeal be contained in the notice of such meeting or (b) at any regular or
special meeting of the board of directors at which a quorum is present or
represented. The stockholders shall have authority to change or repeal any
By-laws adopted by the board of directors.