Amended and Restated as of December 12, 2007

 

                                     BY-LAWS

 

                                       of

 

                             SCHOLASTIC CORPORATION

                            (a Delaware corporation)

 

                                    ARTICLE I

 

                                     OFFICES

 

         Section 1. Registered Office. The registered office shall be

established and maintained at 1209 Orange Street, Wilmington, Delaware. The

Corporation Trust Company shall be the registered agent of this Corporation in

charge thereof.

 

         Section 2. Principal Office. The principal office of the Corporation

shall be located at 555 Broadway, New York, New York 10012, or at such other

location in the State of New York as the Board of Directors may from time to

time determine.

 

         Section 3. Other Offices. The Corporation may also have such other

offices, either within or 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

 

                                  STOCKHOLDERS

 

         Section 1. Place of Meetings of Stockholders. All meetings of the

stockholders shall be held at the principal office of the Corporation in the

State of New York or at such other location, within or without the State, as

shall be fixed by the Board of Directors and specified in a notice of meeting or

waiver of notice thereof.

 

         Section 2. Annual Meetings of Stockholders. Annual meetings of

stockholders shall be held at such times and on such dates as the Board of

Directors, by resolution, shall determine and as set forth in the notice of the

meeting.

 

         Section 3. Special Meetings of Stockholders. Special meetings of the

stockholders may be called at any time by the President and shall be called by

the Corporate Secretary upon receipt of a written request therefor signed by a

majority of the Board of Directors or by the holders of record of at least

one-quarter of the outstanding shares of the Corporation entitled to vote on the

action proposed to be taken. Such written request shall state the purpose or

purposes of the proposed meeting. Business transacted at any special meeting

shall be limited to the business stated to be the purpose or purposes of the

meeting in such written request and the notice of the meeting or any waiver of

notice thereof.

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         Section 4. Notice of Meetings of Stockholders. There shall be written

notice of every meeting of stockholders, which shall state the place, date and

hour of the meeting and, unless it is the annual meeting, indicate that it is

being issued by or at the direction of the person or persons calling the

meeting. Notice of a special meeting shall also state the purpose or purposes

for which the meeting is called. A copy of the notice of any meeting shall be

given, personally or by mail, not less than ten nor more than sixty days before

the date of the meeting, to each stockholder entitled to vote at such meeting.

If mailed, such notice shall be deemed given when deposited in the United States

mail, with postage thereon prepaid, directed to the stockholder at such

stockholder's address as it appears on the record of stockholders, or, if such

stockholder shall have filed with the Corporate Secretary of the Corporation a

written request that notices be mailed to some other address, then directed to

such stockholder at such other address.

 

         Section 5. Waivers of Notice of Meetings of Stockholders. Notice of

meeting need not be given to any stockholder who submits a signed waiver of

notice, in person or by proxy, whether before or after the meeting. The

attendance of any stockholder at a meeting, in person or by proxy, without

objecting at the beginning of the meeting to the transaction of any business

because the meeting is not lawfully called or convened, shall constitute a

waiver of notice by such stockholder.

 

         Section 6. Adjourned Meetings. The stockholders present at a meeting of

stockholders may adjourn the meeting despite the absence of a quorum. When a

determination of stockholders entitled to notice of or to vote at any meeting of

stockholders has been made, such determination shall apply to any adjournment

thereof, unless the Board of Directors fixes a new record date for the adjourned

meeting. When a meeting is adjourned to another time or place, it shall not be

necessary to give any notice of the adjourned meeting if the time and place to

which the meeting is adjourned are announced at the meeting at which the

adjournment is taken, and at the adjourned meeting the Corporation may transact

any business that might have been transacted on the original date of the

meeting. However, if the adjournment is for more than thirty days or if, at or

after the adjournment, the Board of Directors fixes a new record date for the

adjourned meeting, a notice of the adjourned meeting shall be given to each

stockholder of record entitled to vote at the meeting.

 

         Section 7. Quorum of Stockholders. The holders of a majority of the

shares entitled to vote thereat shall constitute a quorum at a meeting of

stockholders for the transaction of any business, provided that, when a

specified item of business is required to be voted on by a class or series,

voting as a class or series, the holders of a majority of such class or series

shall constitute a quorum for the transaction of such specified item of

business. When a quorum is once present to organize a meeting, it is not broken

by the subsequent withdrawal of any stockholders.

 

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         Section 8. Fixing Record Date. The Board of Directors may fix, in

advance, a date as the record date for the purpose of determining the

stockholders entitled to notice of or to vote at any meeting of stockholders or

any adjournment thereof, or to express consent to or dissent from any proposal

without a meeting, or for the purpose of determining stockholders entitled to

receive payment of any dividend or the allotment of any rights, or for the

purpose of any other action. Such date, fixed as the record date, shall not be

more than sixty nor less than ten days before the date of such meeting, nor more

than sixty days prior to any other action.

 

         Section 9. List of Stockholders at Meeting. A complete list of the

stockholders entitled to vote at any meeting of stockholders, arranged in

alphabetical order, with the address of each and the number of shares held by

each, shall be opened 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, which shall be certified by the Corporate Secretary or the transfer

agent, 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 10. Proxies. Every stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent without a meeting may authorize

another person or persons to act for him by proxy. Every proxy must be signed by

the stockholder or the stockholder's attorney-in-fact. No proxy shall be valid

after the expiration of three years from the date thereof unless otherwise

provided in the proxy. Every proxy shall be revocable at the pleasure of the

stockholder executing it, except in those cases where an irrevocable proxy is

provided by law.

 

         Section 11. Inspectors at Meetings of Stockholders. The Board of

Directors, in advance of any meeting of stockholders, shall appoint one or more

inspectors to act at the meeting or any adjournment thereof and make a written

report thereof. In case any person appointed fails to appear or act, the vacancy

shall be filled by alternate appointment made by the Board of Directors in

advance of the meeting or at the meeting by the person presiding thereat. Each

inspector, before entering upon the discharge of the inspector's 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 such inspector's

ability. 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, 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 and retain for a reasonable period a record of the disposition of any

challenges determined by them, certify their determination of the number of

shares represented at the meeting and their count of all votes, ballots or

consents and otherwise do such acts as are proper to conduct the election or

vote with fairness to all stockholders. A report or certificate made by them

shall be prima facie evidence of the facts stated and of the vote as certified

by them.

 

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         Section 12. Voting. Subject to any limitations on the right to vote

contained in the Certificate of Incorporation of the Corporation, every

stockholder of record shall be entitled at every meeting of stockholders to one

vote for every share standing in the stockholder's name on the record of

stockholders. Subject to the Certificate of Incorporation of the Corporation and

Article III, Section 4 of these By-laws and except as otherwise required by law,

directors shall be elected by a plurality of the votes cast at a meeting of

stockholders by the holders of shares entitled to vote in the election. Any

other corporate action by vote of the stockholders shall, except as otherwise

required by law, be authorized by a majority of the votes cast at a meeting of

stockholders by the holders of shares entitled to vote thereon.

 

         Section 13. Action Without Meeting. Unless otherwise provided by the

Certificate of Incorporation, any action required to be taken at any annual or

special meeting of stockholders, or any action which may be taken at any annual

or special meeting, may be taken without a meeting, without prior notice and

without a vote, if a consent in writing setting forth the action so taken shall

be signed by the holders of outstanding stock having not less than the minimum

number of votes that would be necessary to authorize or take such action at a

meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less

than unanimous written consent shall be given to those stockholders who have not

consented in writing.

 

                                   ARTICLE III

 

                                    DIRECTORS

 

         Section 1. Board of Directors. The business of the Corporation shall be

managed by its Board of Directors.

 

         Section 2. Qualifications of Directors. Each director shall be at least

18 years of age. Directors need not be stockholders.

 

         Section 3. Number of Directors. The number of directors constituting

the entire Board of Directors shall be not less than three nor more than

fifteen, such number to be determined annually by the holders of the Class A

Stock.

 

         Section 4. Election and Term of Directors. At each annual meeting of

stockholders the holders of the shares of the Corporation's Common Stock voting

as a class shall elect one-fifth of the members of the Board of Directors,

provided, however, that such holders, voting as a class, shall always be

entitled to elect at least one member of the Board of Directors, and the holders

of the shares of the Corporation's Class A Stock, voting as a class, shall elect

the remaining members of the Board of Directors. Each director shall hold office

until the next annual meeting and until such director's successor shall have

been elected and qualified or until such director's earlier resignation or

removal.

 

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         Section 5. Vacancies. In the event of a vacancy occurring, for any

reason, in the seat of a director who has been or would be elected by the

holders of the Common Stock, such vacancy shall be filled solely by vote of a

majority of the remaining directors, though less than a quorum, who have been

elected by the holders of the Common Stock. In the event of a vacancy occurring,

for any reason, in the seat of a director who has been or would be elected by

the holders of the Class A Stock, such vacancy shall be filled solely by vote of

a majority of the remaining directors, though less than a quorum, who have been

elected by the holders of the Class A Stock. A director elected to fill a

vacancy shall hold office until the next meeting of stockholders at which the

election of directors is in the regular order of business and until such

director's successor shall have been elected and qualified.

 

         Section 6. Removal of Directors. Any director may be removed for cause

or without cause by vote of the holders of the class of stock which elected such

director.

 

         Section 7. Quorum of Directors. A majority of the entire Board of

Directors shall constitute a quorum for the transaction of business or of any

specified item of business.

 

         Section 8. Action by the Board of Directors. The vote of a majority of

the directors present at a meeting of the Board of Directors at the time of the

vote, if a quorum is present at such time, shall, except as otherwise provided

by law, be the act of the Board of Directors.

 

         Section 9. Action Without Meeting. 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 by written consent, setting forth the action so

taken, signed by all members of the Board of Directors or of such committee, as

the case may be.

 

         Section 10. Participation by Conference Telephone. Any one or more

members of the Board or any committee thereof may participate in a meeting of

the Board or such committee by means of 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.

 

         Section 11. Place and Time of Meetings of the Board of Directors. The

first meeting of each newly elected Board of Directors shall be held immediately

following the annual meeting of stockholders and at the place thereof. Other

meetings of the Board of Directors, regular or special, may be held at any place

selected by the Board of Directors.

 

         Section 12. Notice of Meetings of the Board of Directors. Regular

meetings of the Board of Directors may be held without notice if the time and

place of such meetings are fixed by these By-laws or the Board of Directors.

Special meetings of the Board of Directors may be called by the President and

shall be called by the Corporate Secretary upon receipt of a written request

therefor signed by any two directors and shall be held upon notice to the

 

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directors. The notice shall state the place, date and hour of the meeting and

indicate that it is being issued by or at the direction of the person or persons

calling the meeting. The notice shall be given personally (including by

telephone) or by mail, telecopier, telegram, cable or other public

instrumentality, not less than three business days before the date of the

meeting, to each director. Such notice shall be deemed given, if mailed, when

deposited in the United States mail, with postage thereon prepaid, if

telecopied, upon confirmed receipt, or, if telegraphed, cabled or sent by other

pubic instrumentality, when given to the telegraph company, cable company or

other public instrumentality, directed to the director at such director's

business address, or, if such director shall have filed with the Corporate

Secretary of the Corporation a written request that notices to such director be

mailed, telegraphed, cabled or sent to some other address, then directed to such

director at such other address. A notice, or waiver of notice, need not specify

the purpose of any regular or special meeting of the Board of Directors.

 

         Section 13. Waivers of Notice of Meetings of Directors. Notice of a

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 such

director.

 

         Section 14. Executive Committee and Other Committees. The Board of

Directors, by resolution adopted by a majority of the entire Board of Directors,

may designate from among its members an executive committee and other

committees, each of which shall consist of three or more directors, and each of

which, to the extent provided in the resolution or in these By-laws, shall have

all the powers and authority of the Board of Directors, except that no such

committee shall have the power or authority as to the following matters:

 

         (1) Approving or adopting, or recommending to the stockholders, any

action or matter expressly required by the Delaware General Corporation Law to

be submitted to stockholders for approval.

 

         (2) The amendment or repeal of the By-laws or the adoption of new

By-laws.

 

         The Board of Directors may designate one or more directors as

alternative members of any such committee, who may replace an absent or

disqualified member or members at any meeting of such committee. In addition,

the member or members of any committee present at any meeting and not

disqualified from voting, whether or not constituting a quorum, may unanimously

appoint another member of the Board of Directors to act at the meeting in the

place of any absent or disqualified member. Each such committee shall serve at

the pleasure of the Board of Directors.

 

         Section 15. Reimbursement and Compensation of Directors. The Board of

Directors shall have authority to fix the compensation of directors for services

in any capacity. The directors may be paid their expenses 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

 

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payment shall preclude any director from serving the Corporation in any other

capacity and receiving compensation therefor. Members of the executive committee

or any other committee may be allowed similar reimbursement and compensation for

their services as such.

 

                                   ARTICLE IV

 

                                    OFFICERS

 

         Section 1. Number. The Board of Directors may elect or appoint a

Chairman of the Board, one or more Vice Chairmen of the Board, a Chief Executive

Officer, a President, one or more Vice Presidents, a Corporate Secretary and a

Treasurer, and such other officers as it may determine. Any two or more offices

may be held by the same person, except that the same person may not hold both

the offices of President and Corporate Secretary.

 

         Section 2. Election and Term of Office. The officers of the Corporation

to be elected or appointed by the Board of Directors shall be elected or

appointed annually by the Board of Directors at the first meeting of the Board

of Directors held after each annual meeting of the stockholders. Each officer

shall hold office until the first meeting of the Board of Directors following

the next annual meeting of stockholders and until such officer's successor shall

have been elected or appointed and qualified or until such officer's earlier

resignation or removal.

 

         Section 3. Chairman. The Chairman of the Board of Directors shall

preside at all meetings of the Board of Directors and shall have and perform

such other duties as from time to time may be assigned to the Chairman by the

Board of Directors or the executive committee.

 

         Section 4. Vice Chairman. The Vice Chairman (or, if there shall be more

than one, the Vice Chairman designated by the Chairman) shall preside at the

meetings of the Board of Directors in the absence of the Chairman of the Board.

Each Vice Chairman shall otherwise have and perform such other duties as from

time to time may be assigned to such Vice Chairman by the Board of Directors or

the executive committee.

 

         Section 5. Chief Executive Officer. The Chief Executive Officer shall

have direct charge of and general supervision over the affairs, property and

business of the Corporation, including the power to appoint and remove such

employees (other than those specifically mentioned in this Article IV) as the

business may require, shall have general supervision over all officers of the

Corporation, including the determination of their specific responsibilities and

duties, shall determine or approve all additions or changes in management

personnel and shall have such other duties as may be assigned to the Chief

Executive Officer from time to time by the Board of Directors.

 

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         Section 6. President. The President shall have such general powers and

duties of supervision and management usually vested in the office of President

of the Corporation. The President shall preside at all meetings of the

stockholders if present thereat and, in the absence of the Chairman and Vice

Chairman of the Board of Directors, at all meetings of the Board of Directors.

Except as the Board of Directors shall authorize the execution thereof in some

other manner, the President shall execute bonds, mortgages and other contracts

on behalf of the Corporation and shall cause the seal to be affixed to any

instrument requiring it.

 

         Section 7. Vice Presidents. Vice Presidents shall have seniority in

order designated by the Board of Directors, shall have such powers and shall

perform such duties as shall be assigned by the Board of Directors or the Chief

Executive Officer and may be designated by such further title descriptive of

their duties or seniority as the Board of Directors may approve. In the absence

or disability of the President, the Vice President designated by the Board of

Directors shall perform the duties and exercise the powers of the President.

 

         Section 8. Treasurer. The Treasurer shall have the custody of the

corporate funds and securities and shall keep full and accurate account of

receipts and disbursements in books belonging to the Corporation. The Treasurer

shall deposit all moneys and other valuables in the name and to the credit of

the Corporation in such depositaries as may be designated by the Board of

Directors. The Treasurer shall disburse the funds of the Corporation as may be

ordered by the Board of Directors or the President, taking proper vouchers for

such disbursements. The Treasurer shall render to the President and the Board of

Directors at the regular meetings of the Board of Directors, or whenever they

may request it, an account of all his transactions as Treasurer and of the

financial condition of the Corporation. If required by the Board of Directors,

the Treasurer shall give the Corporation a bond for the faithful discharge of

his or her duties in such amount and with such surety as the Board shall

prescribe.

 

         Section 9. Corporate Secretary. The Corporate Secretary shall give, or

cause to be given, notice of all meetings of stockholders and directors, and all

other notices required by law or by these By-laws. In case of the absence of or

refusal or neglect by the Corporate Secretary to do so, any such notice may be

given by any person thereunto directed by the President, or by the directors or

stockholders upon whose requisition the meeting is called as provided in these

By-laws. The Corporate Secretary shall record all the proceedings of the

meetings of the stockholders and of the Board of Directors in a book to be kept

for that purpose and shall perform such other duties as may be assigned to the

Corporate Secretary by the Board of Directors or the Chief Executive Officer.

The Corporate Secretary shall have the custody of the seal of the Corporation

and shall affix the same to all instruments requiring it, when authorized by the

Board of Directors or the President, and attest the same.

 

         Section 10. Assistant Treasurers and Assistant Corporate Secretaries.

Assistant Treasurers and Assistant Corporate Secretaries, if any, shall be

elected and shall have such powers and shall perform such duties as shall be

assigned to them, respectively, by the Board of Directors or the Chief Executive

Officer.

 

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         Section 11. Removal. Any officer elected or appointed by the Board of

Directors may be removed by the Board of Directors with or without cause, but

such removal without cause shall be without prejudice to the contract rights, if

any, of the person so removed.

 

         Section 12. Vacancies. A vacancy in any office because of death,

resignation, removal, disqualification or otherwise may be filled by the Board

of Directors for the unexpired portion of the term.

 

         Section 13. Compensation of Officers. The compensation of the officers

shall be fixed from time to time by the Board of Directors or any committee

thereof to which such authority has been delegated, and no officer shall be

prevented from receiving such compensation by reason of the fact that he or she

is also a director of the Corporation.

 

                                    ARTICLE V

 

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

 

         Section 1. Contracts. The Board of Directors may authorize any officer

or officers, agent or agents to enter into any contract or execute and deliver

any instrument or other document in the name of and on behalf of the

Corporation, and such authority may be general or confined to specific

instances.

 

         Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for

the payment of money, notes or other evidences of indebtedness issued in the

name of the Corporation shall be signed by such officer or officers, agent or

agents of the Corporation and in such manner as shall from time to time be

determined by resolution of the Board of Directors.

 

         Section 3. Deposits. All funds of the Corporation not otherwise

employed shall be deposited from time to time to the credit of the Corporation

in such banks, trust companies or other depositories as the Board of Directors

may select.

 

                                   ARTICLE VI

 

                    CERTIFICATES REPRESENTING SHARES, RECORD

 

                       OF STOCKHOLDERS, TRANSFER OF SHARES

 

         Section 1. Certificates Representing Shares. Any or all classes or

series of the capital stock of the Corporation may be certificated or

uncertificated, as provided under the General Corporation Law of the State of

Delaware from time to time. Certificates, if any, for shares of capital stock,

shall be in such form as shall be determined by the Board of Directors. All

share certificates shall be consecutively numbered or otherwise identified,

shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or

the President or a Vice-President and the Corporate Secretary or an Assistant

Corporate Secretary or the Treasurer or an Assistant Treasurer and may, but need

 

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not, be sealed with the seal of the Corporation or a facsimile thereof. The

signatures of the officers upon a certificate may be facsimiles. 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 be issued by the Corporation with the same effect as if he were

such officer at the date of issue. Each certificate shall state upon the face

thereof: (1) that the Corporation is formed under the laws of the State of

Delaware; (2) the name of the person or persons to whom issued; and (3) the

number and class of shares and the designation of the series, if any, which such

certificate represents.

 

         Section 2. Lost, Destroyed or Wrongfully Taken Certificates. The Board

of Directors may direct a new certificate or certificates or an uncertificated

share or uncertificated shares to be issued in place of any certificate or

certificates theretofore issued by the Corporation, alleged to have been lost,

apparently destroyed or wrongfully taken, upon the making of an affidavit of

that fact by the person claiming the certificate to be lost, apparently

destroyed or wrongfully taken. When authorizing such issue of a new certificate

or certificates or an uncertificated share 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, apparently destroyed or wrongfully

taken certificate or certificates, or the owner's legal representative, to

advertise the same in such a manner as it shall require and/or give the

Corporation a bond in such sum and with such surety or sureties as it may direct

as indemnity against any claim that may be made against the Corporation with

respect to the certificate alleged to have been lost, apparently destroyed or

wrongfully taken.

 

         Section 3. Record of Stockholders. The Corporation shall keep a record

containing the names and addresses of all stockholders, the number and class of

shares held by each and the dates when they respectively became the owners of

record thereof. The Corporation shall be protected in treating the persons in

whose names shares stand on the record of stockholders as the owners thereof for

all purposes.

 

         Section 4. Transfer of Shares. Upon surrender to the Corporation or the

transfer agent of the Corporation of a certificate, if such shares are

certificated, representing shares duly endorsed or accompanied by proper

evidence of succession, assignment or authority to transfer or, if such shares

are uncertificated, upon appropriate instructions from the holder thereof or any

attorney duly authorized, it shall be the duty of the Corporation to issue a new

certificate or uncertificated share to the person entitled thereto, and cancel

the old certificate, if any, and every such transfer of shares shall be entered

on the record of stockholders of the Corporation.

 

                                   ARTICLE VII

 

                                 INDEMNIFICATION

 

         No director of the Corporation shall be personally liable to the

Corporation or any of its stockholders for monetary damages for breach of

fiduciary duty as a director of the Corporation; provided, however, that the

foregoing is not intended to eliminate or limit the liability of a director of

the Corporation for (i) any breach of a director's duty of loyalty to the

 

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Corporation or its stockholders, (ii) acts or omissions not in good faith or

which involve intentional misconduct or a knowing violation of law, (iii) a

violation of Section 174 of the General Corporation Law of the State of Delaware

or (iv) any transaction from which the director derived an improper personal

benefit. No amendment to or repeal of this Article VII shall apply to or have

any effect on the liability or alleged liability of any director of the

Corporation for or with respect to any acts or omissions of such director

occurring prior to such amendment. The Corporation shall, to the fullest extent

permitted by Section 145 of the General Corporation Law of the State of

Delaware, as that Section may be amended and supplemented from time to time,

indemnify any director or officer of the Corporation (and any director, trustee

or officer of any corporation, business trust or other entity to whose business

the Corporation shall have succeeded) which it shall have power to indemnify

under that Section against any expenses, liabilities or other matter referred to

in or covered by that Section. The indemnification provided for in this Article

(a) shall not be deemed exclusive of any other rights to which those indemnified

may be entitled under any By-law, agreement or vote of stockholders or

disinterested directors or otherwise, both as to action in their official

capacities and as to action in another capacity while holding such office, (b)

shall continue as to a person who has ceased to be a director or officer and (c)

shall inure to the benefit of the heirs, executors and administrators of such a

person. To assure indemnification under this Article of all such persons who are

determined by the Corporation or otherwise to be or to have been "Fiduciaries"

of any employee benefit plan of the Corporation which may exist from time to

time and which is governed by the Act of Congress entitled "Employee Retirement

Income Security Act of 1974," as amended from time to time, such Section 145

shall, for the purposes of this Article, be interpreted as follows: an "other

enterprise" shall be deemed to include such an employee benefit plan; the

Corporation 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

Corporation also imposes duties on, or otherwise involves services by, such

person to the plan or participants or beneficiaries of the plan; excise taxes

assessed on a person with respect to an employee benefit plan pursuant to such

Act of Congress shall be deemed "fines;" and action taken or omitted by a person

with respect to an employee benefit plan in the performance of such person's

duties for a purpose reasonably believed by such person to be in the interest of

the participants and beneficiaries of the plan shall be deemed to be for a

purpose which is not opposed to the best interests of the Corporation.

 

         Any person made, or threatened to be made, a party to any action, suit

or proceeding, whether civil, criminal, administrative or investigative,

including any action by or in the right of the Corporation or any other

corporation of any type or kind, domestic or foreign, or of any partnership,

joint venture, trust, employee benefit plan or other enterprise, which any

director or officer of the Corporation served in any capacity at the request of

the Corporation, by reason of the fact that such person, or such person's

testator or intestate, was a director or officer of the Corporation, or served

such other corporation, partnership, joint venture, trust, employee benefit plan

or other enterprise in any capacity at the request of the Corporation, shall be

indemnified by the Corporation to the fullest extent permitted by law.

 

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         The right to indemnification conferred in this Article VII in respect

of directors and officers shall also include the right to be paid by the

Corporation the expenses (including attorneys' fees) incurred in defending any

civil, criminal, administrative or investigative action, suit or proceeding in

advance of its final disposition, provided that any such advancement of expenses

incurred by an indemnitee in his or her capacity as a director or officer shall

only be made upon delivery to the Corporation of 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 that such indemnitee is not entitled to be indemnified for such expenses

under this Article, the Certificate of Incorporation of the Corporation or

otherwise.

 

                                  ARTICLE VIII

 

                                    DIVIDENDS

 

         The Board of Directors may from time to time declare, and the

Corporation may pay, dividends on its outstanding shares in the manner and upon

the terms and conditions provided by law and its Certificate of Incorporation.

 

                                   ARTICLE IX

 

                                   FISCAL YEAR

 

         The fiscal year of the Corporation shall begin on June 1 of each year.

 

                                    ARTICLE X

 

                                      SEAL

 

         The Board of Directors shall provide a suitable seal containing the

name of the Corporation, which seal shall be in the charge of the Corporate

Secretary. The Corporation may use the seal by causing it or a facsimile to be

affixed or impressed or reproduced in any other manner.

 

                                   ARTICLE XI

 

                              AMENDMENT AND REPEAL

 

         These By-laws may be amended or repealed by vote of the holders of the

shares of the Corporation's Class A Stock. These By-laws may also be amended or

repealed by the Board of Directors.

[End]