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                                                                    Exhibit 3(b)


                                     BYLAWS

                                       OF

                              THE GILLETTE COMPANY

                          AS AMENDED ON MARCH 16, 2000
        (NOTICE PROVISIONS IN ARTICLES II AND V EFFECTIVE APRIL 20, 2000)


                                   ARTICLE I

                     CERTIFICATE OF INCORPORATION - OFFICES

     The name and the nature of the business or purposes of the corporation and
the location of its registered office shall be as set forth in its certificate
of incorporation. The corporation may also have offices in such other places as
the board of directors may from time to time determine or the business of the
corporation may require. These bylaws shall be subject to all requirements and
provisions of law applicable to the corporation and to all requirements and
provisions of the certificate of incorporation. In these bylaws, references to
the certificate of incorporation mean the provisions of the certificate of
incorporation (as that term is defined in the General Corporation Law of the
State of Delaware) of the corporation as from time to time in effect, and
reference to these bylaws or to any requirement or provisions of law means these
bylaws or such requirement or provision of law as from time to time in effect.



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                                   ARTICLE II

                                 ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on a date and a
time designated by the board of directors. At the meeting, directors shall be
elected and any other business properly brought before the meeting pursuant to
these bylaws may be transacted. The annual meeting may be held at any place
within or without the State of Delaware designated by the board of directors.
Purposes for which the annual meeting is to be held additional to those
prescribed by law, the certificate of incorporation and these bylaws may be
specified by resolution of the board of directors or by a writing filed with the
secretary signed by the chief executive officer or by a majority of the
directors.

     At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (b) properly brought before the meeting by or at the direction of
a majority of the total number of directors which the corporation would have if
there were no vacancies, or (c) otherwise properly requested to be brought
before the meeting by a stockholder of record of the corporation who was a
stockholder of record at the time of the giving of the notice provided for in
this Article II, who is entitled to vote at the meeting and who has complied
with the notice procedures of this Article II.

     In addition to any other applicable requirements, for business to be
properly requested to be brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing in proper form to
the secretary of the corporation, such business must be a proper matter for
stockholder action under the Delaware General Corporation Law and, if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, solicits or participates in the


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solicitation of proxies in support of such proposal, the stockholder must have
timely indicated its, or such beneficial owner's, intention to do so as provided
below. To be timely, a stockholder's notice must be delivered to or mailed
(including electronic mail) and received at the principal executive offices of
the corporation not more than 120 days nor less than 90 days prior to the
anniversary date of the prior year's annual meeting of the stockholders;
provided, however, that in the event that annual meeting is called for a date
that is not within 30 days before or after such anniversary date, notice by the
stockholder to be timely must be delivered to or mailed (including electronic
mail) and received at the principal executive offices of the corporation not
later than the close of business on the tenth day following the day on which
notice of the date of the annual meeting was mailed or public announcement of
the date of the annual meeting was made, whichever first occurs. In no event
shall the public announcement of an adjournment or postponement of a meeting of
stockholders commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.

     To be in proper form, a stockholder's notice to the secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting (including the text of any resolutions proposed for consideration and in
the event that such business includes a proposal to amend the bylaws of the
corporation, the language of the proposed amendment), (b) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business and of the beneficial owner, if any, on whose behalf such proposal is
being made, (c) the class and number of shares of the corporation which are
owned beneficially and of record by the stockholder and the beneficial owner,
(d) any material interest of the stockholder or beneficial owner in such
business, (e) any other information that is required to be provided by the
stockholder or beneficial owner pursuant to Section 14 of the Securities
Exchange Act of 1934, (the "Securities Exchange Act") and the rules and
regulations promulgated thereunder, in such stockholder's or beneficial owner's
capacity as a proponent of the shareholder proposal, and (f) whether either such
stockholder or


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beneficial owner, alone or as part of a group, intends to deliver a proxy
statement and/or form of proxy or to otherwise solicit or participate in the
solicitation of proxies in favor of such proposal. Notwithstanding anything in
these bylaws to the contrary, no business shall be conducted at an annual
meeting except business brought before the annual meeting in accordance with the
procedures set forth in this Article II; provided, however, that once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Article II shall be deemed to preclude discussion by
any stockholder of such business.

     The chairman of an annual meeting shall, if he determines that business was
not properly brought before the annual meeting in accordance with the foregoing
procedures, declare to the meeting that the business was not properly brought
before the meeting in accordance with the provisions of this Article II
(including whether the stockholder or beneficial owner, if any, on whose behalf
the proposal is made solicits (or is part of a group which solicits), or fails
to so solicit, as the case may be, proxies in support of such stockholder's
proposal in compliance with such stockholder's notice as required by this
Article), and if he should so determine, he shall so declare to the meeting any
such business not properly brought before the meeting shall not be transacted,
and such business shall be disregarded.

     Notwithstanding the foregoing provisions of this Article II, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Article II. Nothing in this Article II shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the corporation's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act.

     For purposes of this Article II, the date of public announcement of a
meeting or of an adjournment or postponement of a meeting shall include, but not
be limited to, the date on which disclosure of the date of the meeting,
adjournment or postponement is released to


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a national news service, or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14 and 15(d) (or
the rules and regulations thereunder) of the Securities Exchange Act.

                                  ARTICLE III

                        SPECIAL MEETINGS OF STOCKHOLDERS

     Special meetings of the stockholders may be held either within or without
the State of Delaware, at such time and place and for such purposes as shall be
specified in a call for such meeting made by resolution of the board of
directors or by a writing filed with the secretary signed by the chief executive
officer or by a majority of the directors, but, unless otherwise required by
law, such special meetings may not be called by any other person or persons.
Only such business shall be considered at a special meeting of stockholders as
shall have been stated in the notice for such meeting. To the extent such
business includes the election of directors, nominations of persons for election
to the board of directors may be made at a special meeting of stockholders only
by or at the direction of the board of directors or a committee appointed by the
board of directors or by a stockholder of record of the corporation who was a
stockholder of record at the time of the giving of the notice provided for in
Article V entitled to vote at the special meeting and who complies with the
notice and other procedures and requirements set forth in Article V.

                                   ARTICLE IV

                        NOTICE OF STOCKHOLDERS' MEETINGS

     Except where some other notice is required by law or by the certificate of
incorporation, a written or printed notice of each meeting of stockholders,
stating the place, day and hour thereof and the purposes for which the meeting
is called, shall be given by or under the direction of the secretary, not less
than ten nor more than sixty days before the


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date fixed for such meeting, to each stockholder entitled to vote at such
meeting and to each stockholder who, by law or the certificate of incorporation
or these bylaws, is entitled to notice thereof by leaving such notice with the
stockholder or at such stockholder's residence or usual place of business or by
depositing such notice in the United States mail, postage prepaid, addressed to
such stockholder at the address carried on the books of the corporation. In case
of the death, absence, incapacity or refusal of the secretary, such notice may
be given by a person designated either by the secretary or by the person or
persons calling the meeting or by the board of directors. Every stockholder
shall for all purposes be deemed to have received notice of a meeting, or any
adjourned session thereof, in due season if such stockholder shall be present or
represented by proxy at such meeting or adjourned session or shall in writing
waive such notice before or after the meeting or adjourned session. Neither the
business to be transacted at, nor the purpose of, any meeting of the
stockholders or any adjourned session need be specified in any written waiver of
notice. If a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place are announced at the
meeting at which the adjournment is taken, except that 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 said adjourned meeting and to
each stockholder who, by law or the certificate of incorporation or these
bylaws, is entitled to notice thereof, in the same manner as would the original
notice of any meeting be given.

                                   ARTICLE V

                        NOMINATION OF DIRECTOR CANDIDATES

Only persons who are nominated in accordance with the procedures set forth in
this Article V shall be eligible for election as directors. Subject to the
rights of holders of any class or series of preferred stock of the corporation
to nominate and elect a specified number of directors as provided in the
Certificate of Incorporation, nominations for the election of


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directors may be made by the board of directors or a committee appointed by the
board of directors or by any stockholder of record of the corporation who was a
stockholder of record at the time of the giving of notice provided for in this
Article V, entitled to vote in the election of directors generally and who has
complied with the notice provisions of this Article V. In addition to any other
applicable requirements for a stockholder to nominate one or more persons for
election as director(s) at a meeting, such stockholder shall have given written
notice of such stockholder's intent to make such nomination or nominations in
proper written form to the secretary of the corporation. To be timely, a
stockholder's notice to the secretary must be delivered to or mailed (including
electronic mail) and received at the primary executive office of the corporation
(a) in the case of an annual meeting, not less than 90 days nor more than 120
days prior to the anniversary date of the prior year's annual meeting; provided,
however, that in the event that the annual meeting is called for a date that is
within 30 days before or after such anniversary date, notice by the stockholder
in order to be timely must be delivered and so received not later than the close
of business on the tenth day following the day on which notice of the date of
the annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs; and (b) in the case of a
special meeting of stockholders called for the purpose of electing directors,
not later than the close of business on the tenth day following the day on which
notice of the date of the special meeting was mailed or public disclosure of the
date of the special meeting was made, whichever first occurs.

     In no event shall the public announcement of an adjournment or postponement
of a meeting of stockholders commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. To be in
proper form, each such notice shall set forth: (a) the name and address, as they
appear on the corporation's books, of the stockholder who intends to make the
nomination and of the beneficial owner, if any, on whose behalf such nomination
is being made and of the person or persons to be nominated, (b) a representation
that the stockholder is a holder of record of stock of the corporation entitled
to vote for the election of directors on the date of such notice and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the


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notice, (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) and between the beneficial owner and such nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder, (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement pursuant to Section 14 of the
Securities Exchange Act and the rules and regulations promulgated thereunder,
had the nominee been nominated, or intended to be nominated by the board of
directors, (e) the consent of each nominee to serve as a director of the
corporation if so elected; (f) the class and number of shares of the corporation
which are owned beneficially and of record by the stockholder who intends to
make the nomination and by the beneficial owner on whose behalf such nomination
is intended to be made, (g) whether either such stockholder or beneficial owner,
alone or as part of a group, intends to deliver a proxy statement and/or form of
proxy or to otherwise solicit or participate in the solicitation of proxies in
favor of such nomination, and (h) a certification that each nominee meets the
qualifications prescribed in these bylaws. At the request of the board of
directors, any person nominated by the board of directors for election as a
director shall furnish to the secretary of the corporation that information
required to be set forth in a stockholder's notice of nomination pertaining to a
nominee.

     The chairman of the meeting shall, if he determines that the nomination of
any person was not made in compliance with the foregoing procedures (including
whether the stockholder or beneficial owner, if any, on whose behalf the
nomination is made solicits (or is part of a group which solicits), or fails to
so solicit, as the case may be, proxies in support of such stockholder's
nomination in compliance with such stockholder's notice as required by this
Article), declare to the meeting that such nomination was defective and such
nomination shall be disregarded; provided, however, that nothing in this Article
V shall be deemed to limit any voting rights upon the occurrence of dividend
arrearages provided to holders of Preferred Stock pursuant to the Preferred
Stock Designation for any series of Preferred Stock.


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     For purposes of this Article V, the date of public announcement of a
meeting or of an adjournment or postponement or a meeting shall include, but not
be limited to, the date on which disclosure of the date of the meeting,
adjournment or postponement is released to a national news service, or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 and 15(d) (or the rules and regulations
thereunder) of the Securities Exchange Act.

                                   ARTICLE VI

      QUORUM OF STOCKHOLDERS; ADJOURNMENTS; POSTPONEMENTS AND CANCELLATIONS

     Quorum. Except where a larger quorum is required by law, the certificate of
incorporation or these bylaws, at each meeting of stockholders the presence in
person or by proxy of the holders of a majority in voting power of the
outstanding shares of stock entitled to vote at the meeting shall be necessary
and sufficient to constitute a quorum. When a quorum is present at any meeting,
a plurality of the votes properly cast for election of directors shall so elect,
and a majority of the votes properly cast upon any question other than an
election of directors shall decide such question, except that where a larger
vote is required by an express provision of law, the certificate of
incorporation or these bylaws, such express provision shall govern.

     At the adjourned meeting at which a quorum is present, the stockholders may
transact any business, which might have been transacted at the original meeting.
Once a share is represented for any purpose at a meeting, it shall be present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for the adjourned
meeting. Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided,


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however, that the foregoing shall not limit the right of any corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

     If a quorum is initially present, the stockholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

     Adjournments. Any stockholders' meeting, annual or special, whether or not
a quorum is present, may be adjourned solely by the chair of the meeting, from
time to time to reconvene at the same or some other time, date and place. The
stockholders present at a meeting shall not have the authority to adjourn the
meeting. At any adjourned meeting the corporation may transact only such
business which might have been transacted at the original meeting.

     Postponement and Cancellation of Stockholder Meeting. Any previously
scheduled annual or special meeting of stockholders may be postponed, and any
previously scheduled annual or special meeting of stockholders called by the
board of directors may be canceled, by resolution of the board of directors upon
public notice given prior to the time previously scheduled for such meeting of
stockholders.

                                  ARTICLE VII

                               PROXIES AND VOTING

     Except as otherwise provided in the certificate of incorporation, and
subject to the provisions of Article XII of these bylaws, each stockholder of
record shall at every meeting of the stockholders be entitled to one vote for
each share of the capital stock held by such stockholder. Stockholders entitled
to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing may authorize another person or persons to act for
them by written proxy, which may be in the form of a telegram, cablegram, or
other


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means of electronic submission, signed by the stockholder or the stockholder's
authorized officer, director, employee or agent and filed with the secretary of
the corporation, but no proxy shall be voted or acted upon after three years
from its date, unless said proxy provides for a longer period. A proxy shall be
deemed signed if the stockholder's name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission or other reasonable
means) by the stockholder or the stockholder's authorized officer, director,
employee or agent. The delivery of a proxy on behalf of a stockholder consistent
with telephonic or electronically transmitted instructions obtained pursuant to
procedures of the corporation reasonably designed to verify that such
instructions have been authorized by such stockholder shall constitute the
delivery of a validly signed proxy by or on behalf of the stockholder. Persons
holding stock in a fiduciary capacity shall be entitled to vote the shares so
held, and persons whose stock is pledged shall be entitled to vote, unless in
the transfer by the pledgors on the books of the corporation they shall have
expressly empowered the pledgees to vote thereon, in which case only the
pledgees, or their proxies, may represent said stock and vote thereon.

     Revocability of Proxies. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and, if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A proxy may be
made irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation generally. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the secretary of the corporation.

     Death, Incapacity, etc. of a Stockholder. In case of the death, bankruptcy,
minority or mental incapacity of any stockholder the person entitled to transfer
such stockholder's shares shall be entitled to vote in respect of such shares,
and if there shall be more than one such person, the right to vote shall be the
same as if the shares stood of record in the names of two or more persons, as
provided by applicable law. A vote given in accordance with a


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proxy shall be valid notwithstanding the previous death of the stockholder or
revocation of the proxy unless information in writing of the death or revocation
shall have been previously received by the secretary of the corporation.

     List of Stockholders. The secretary shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at said meeting, arranged in alphabetical order and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine the stock ledger or such list, or to vote in
person or by proxy at such meeting, or, subject to the provisions of Article
XXVIII of these bylaws, to inspect the accounts or books of the corporation.

     Inspectors. In advance of or at any meeting of the stockholders, the board
of directors or the chairman of the meeting may, and shall if required by
applicable law, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof and make a written
report thereof. Unless otherwise required by law, inspectors may be officers,
employees or agents of the corporation. 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 or her ability. The inspectors, if any, shall determine the
number of shares of stock outstanding and the voting power of each, the shares
of stock 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 the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. Upon request of the person presiding at the meeting, 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.


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     Conduct of Meetings. Meetings of stockholders shall be presided over by the
Chairman of the Board or by another chair designated by the board of directors.
The board of directors of the corporation may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the board of directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business for the
meeting, (b) rules and procedures for maintaining order at the meeting and the
safety of those present, (c) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine, (d) restrictions on entry to the meeting after the time fixed
for the commencement thereof, and (e) limitations on the time allotted to
questions or comments by participants. The date and time of the opening and
closing of the polls for each matter upon which the stockholder will vote at a
meeting shall be determined by the chair of the meeting and announced at the
meeting. Unless and to the extent determined by the board of directors or the
chairman of the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.


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                                  ARTICLE VIII

                           ACTION BY WRITTEN CONSENT

     Any action required by the General Corporation Law of the State of Delaware
to be taken at any annual or special meeting of the stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders in accordance with these bylaws and the certificate of
incorporation, as amended, of the corporation, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents 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 and shall be delivered to the corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the date of
the earliest dated consent delivered to the corporation in the manner required
by this Article VIII, written consents signed by a sufficient number of holders
to take action are delivered to the corporation by delivery to its registered
office in the State of Delaware or its primary executive offices. Delivery made
to the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholder who have not consented in writing and who, if the
action had been at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date


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that written consents signed by a sufficient number of holders to take the
action were delivered to the corporation as provided in this Article VIII.

     Upon receipt by the corporation in accordance with this Article VIII of
written consents which purport to be signed by holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take the action set forth in such written consents at a meeting at
which all shares entitled to vote thereon were present and voted, the
corporation shall cause such written consents to be reviewed (with all
reasonable speed) by duly qualified and objective inspectors to be appointed by
the board of directors of the corporation. Such review shall be made to
determine the sufficiency of such written consents, including, without
limitation, the compliance of such written consents with these bylaws and the
General Corporation Law of the State of Delaware. If, upon completion of such
review, the inspectors determine that such written consents are sufficient to
take the action or actions set forth therein without a meeting, that fact shall
be forthwith be certified on the records of the corporation kept for the purpose
of recording the proceedings of meetings of the stockholders, and the consent
shall be filed in such records, at which time such action or actions shall
thereupon be immediately effective. No action by written consent without a
meeting shall be effective until such date as the inspectors certify to the
corporation that the consents delivered to the corporation in accordance with
this Article VIII represent at least the minimum number of votes that would be
necessary to take the action. In the event that the number of consents is
determined by the inspectors to be inadequate and thereafter, but within the
period provided by this Article VIII, additional consents are delivered to the
corporation in accordance with this Article VIII, the corporation shall cause
such additional consents to be reviewed by the inspectors on the same basis as
though such additional consents had been delivered and reviewed with the written
consents which were previously reviewed. If, upon completion of such additional
review, the inspectors determine that such written consents are sufficient to
take the action or actions set forth therein without a meeting, such action or
actions shall thereupon be immediately effective.



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     In conducting any review required by this Article VIII, the secretary of
the corporation or the inspectors (as the case may be) may, at the expense of
the corporation, retain special legal counsel and any other necessary or
appropriate professional advisors, and such other personnel as they may deem
necessary or appropriate to assist them, and shall be fully protected in relying
in good faith upon the opinion of such counsel or advisors.

     Nothing contained in the Article VIII shall in any way be construed to
suggest or imply that the board of directors or any stockholder shall not be
entitled to contest the validity of any consent or revocation thereof, whether
before or after such certification by inspectors, or to take any other action
(including, without limitation, the commencement, prosecution, or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).

                                   ARTICLE IX

                               STOCK CERTIFICATES

     Every holder of stock in the corporation shall be entitled to have a
certificate or certificates certifying the number and class and series
designation, if any, of the shares such stockholder owns in the corporation
signed by, or in the name of the corporation by, the chairman of the board of
directors, a vice chairman of the board of directors, a president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation. Any of or all the signatures on the
certificate may be facsimile signatures. 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 such person were such officer, transfer agent, or registrar at
the date of issue. In case any certificate shall be alleged to be lost or
destroyed or mutilated, a new certificate may be issued in place thereof upon
reasonable evidence of


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the loss or destruction or mutilation and upon such indemnity, including receipt
of a bond by the corporation sufficient to indemnify the corporation against any
claim on account thereof, as the board of directors may require. Certificates of
stock shall be in such form as shall in conformity with law be prescribed from
time to time by the board of directors.

                                   ARTICLE X

                               TRANSFERS OF STOCK

     Subject to the restrictions, if any, imposed by the certificate of
incorporation or stated or noted on the stock certificate, title to a
certificate of stock and to the shares represented thereby shall be transferred
only by delivery of the certificate properly endorsed, or by delivery of the
certificate accompanied by a written assignment of the same, or a written power
of attorney to sell, assign, or transfer the same or the shares represented
thereby, properly executed; but, except as may be otherwise required by law or
by Article XII of these bylaws, the person registered on the stock ledger of the
corporation as the owner of shares shall have the exclusive right to receive
dividends thereon and to vote thereon as such owner, shall be held liable for
such calls and assessments, if any, as may lawfully be made thereon, and may in
all respects be treated by the corporation and its transfer agents and
registrars, if any, as the exclusive owner thereof. The corporation shall not be
bound to take notice of or recognize any trust, charge or equity affecting any
of the shares of the capital stock or recognize any person as having any
interest therein except the person or persons whose name or names appear on the
corporation's stock ledger as the legal owner or owners thereof. It shall be the
duty of the stockholders to notify the corporation of their post office
addresses.


                                       17

<PAGE>   18


                                   ARTICLE XI

                              ACQUISITIONS OF STOCK

     (a)  The corporation shall not acquire any of its voting equity securities,
as defined below, at a price above the average market price, as defined below,
of such securities from any person who is the beneficial owner, as defined
below, of more than three percent of the corporation's voting equity securities
and has been such for less than two years, unless such acquisition is pursuant
to the same offer and terms as made to all holders of securities of such class
and to all holders of any other class from or into which such securities may be
converted.

     (b)  This provision shall not apply to any acquisition that has been
approved by a vote of a majority of the shares entitled to vote, excluding those
owned by any such beneficial owner any of whose shares are proposed to be
acquired pursuant to that vote.

     (c)  This provision shall not restrict the corporation from: (1)
reacquiring shares in the open market in transactions in which all stockholders
have an equal chance to sell their shares, and in number of shares that do not
exceed in any one day the daily average trading volume for the preceding three
months; (2) offering to acquire at market price all shares, but not less than
all shares, of any stockholder owning less than 100 shares of common stock; or
(3) reacquiring shares pursuant to the terms of a stock option plan that has
been approved by a vote of a majority of the common shares.

     (d)  A person will be deemed to be the beneficial owner of any voting
equity security of which that person would be deemed the beneficial owner
pursuant to Rule 13d-3 under the Securities Exchange Act (or any successor rule
or regulation).


                                       18

<PAGE>   19


     (e)  Average market price means the weighted average of sale prices for
shares of the subject class of the corporation's voting equity securities
determined by (1) multiplying the closing sale prices of shares of the subject
class of the corporation's voting stock as reported on the Composite Tape for
New York Stock Exchange-listed stocks for each of the ten full trading sessions
immediately preceding the earlier of the first public announcement of, or the
signing of a definitive agreement for, a purchase of the corporation's voting
equity securities by the number of shares of such voting equity securities
traded during each respective trading session, (2) adding the products of these
multiplications, and (3) dividing the sum by the total number of shares of the
corporation's voting equity securities traded during that period.

     (f)  Voting equity securities of the corporation means equity securities
issued from time to time by the corporation which by their terms are entitled to
be voted generally in the election of the directors or similar officials of the
corporation.

                                  ARTICLE XII

                                   RECORD DATE

     (a)  Meetings of Stockholders. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, except stockholder action by written consent
as provided for below, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and shall not be more than
sixty nor less than ten days (or such longer period as may be required by law)
before the date of such meeting, nor more than sixty days prior to any other
action, except stockholder action by written consent, and in such case such
stockholders and only such stockholders as shall be


                                       19

<PAGE>   20


stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend, or other
distribution or allotment of rights, or to exercise such rights, or for the
purpose of such other lawful action, as the case may be, notwithstanding any
transfer of any stock on the stock ledger of the corporation after such record
date fixed as aforesaid.

     If no record date is fixed as provided in the preceding paragraph, 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 the record date for determining stockholders for any other purpose, except
stockholder action by written consent, shall be at the close of business on the
day on which the board of directors adopts the 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.

     (b) Action by Written Consent. (1) The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting shall be as fixed by the board of directors or as otherwise
established under this Article XII. Any person seeking to have the stockholders
authorize or take corporate action by written consent without a meeting shall,
by written notice addressed to the secretary and delivered to the corporation
and signed by a stockholder of record, request that a record date be fixed for
such purpose. The written notice shall contain at a minimum the information set
forth in paragraph (2) below. The board of directors shall have ten (10) days
following the date of receipt of the notice to determine the validity of the
request. Following the determination of the validity of the request, and
(subject to paragraph (2) below) no later than ten (10) days after the date on
which such request is received by the corporation, the board of directors may
fix a record date for such purpose, which shall be no more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the


                                       20

<PAGE>   21


board of directors and shall not precede the date such resolution is adopted. If
the board of directors fails within ten (10) days after the date the corporation
receives such notice to fix a record date for such purpose, the record date
shall be the day on which the first written consent is delivered to the
corporation in the manner described in Article VIII unless prior action by the
board of directors is required under the General Corporation Law of Delaware, in
which event the record date shall be at the close of business on the day on
which the board of directors adopts the resolution taking such prior action.

     (2) Any stockholder's notice required by this section (b) shall describe
each action that the stockholder proposes to take by written consent. For each
such proposal, the notice shall set forth (i) the text of the proposal
(including the text of any resolutions to be adopted by written consent and the
language of any proposed amendment to the bylaws of the corporation), (ii) the
reasons for soliciting consents for the proposal, (iii) any material interest in
the proposal held by the stockholder and the beneficial owner, if any, on whose
behalf the action is to be taken, and (iv) any other information relating to the
stockholder, the beneficial owner, or the proposal that would be required to be
disclosed in filings in connection with the solicitation of proxies or consents
pursuant to Section 14 of the Securities Exchange Act and the rules and
regulations promulgated thereunder. To the extent the proposed action by written
consent involves the election of directors, the notice shall set forth as to
each person whom the stockholder proposes to elect as a director the same
information that would be required to be set forth in a stockholder's notice of
nomination pursuant to Article V. In addition to the foregoing, a stockholder's
notice shall set forth as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the notice is given (i) the name and
address of such stockholder as they appear on the corporation's books, and the
name and address of such beneficial owner, (ii) the class and number of shares
of the corporation which are owned beneficially and of record by the stockholder
and the beneficial owner, (iii) a description of all arrangements or
understandings between the stockholder and any other person or persons relating
to the proposed action by written consent, (iv) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which
intends to deliver a proxy


                                       21

<PAGE>   22


statement and/or consent solicitation statement to stockholders either to
solicit consents or to solicit proxies to execute consents, or otherwise solicit
proxies or consents from stockholders in support of the action to be taken by
written consent, and (v) any other information relating to the stockholder and
beneficial owner that would be required to be disclosed in filings required to
be made in connection with solicitation of proxies or consents relating to the
proposed action by consent pursuant to Section 14 of the Securities Exchange Act
and the rules and regulations promulgated thereunder. During the ten (10) day
period following the date of the receipt of the notice required under this
section (b), the corporation may require the stockholder of record and/or
beneficial owner requesting a record date for proposed stockholder action by
written consent to furnish such other information as it may reasonably require
to determine the validity of the request for a record date.


                                  ARTICLE XIII

                             THE BOARD OF DIRECTORS

     Qualifications. Directors need not be stockholders. No director shall be
elected or reelected who shall have attained the age of seventy prior to or on
the date of such election or reelection. No director who shall have been an
officer or employee of the corporation, other than a chief executive officer or
chief operating officer, shall be elected or reelected if he or she shall have
attained the age of sixty-five or if his or her employment with the corporation
shall have terminated prior to or on the date of such election or reelection.

     Number; Election. The board of directors shall consist of not less than
seven nor more than fifteen directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire board of directors. The directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of


                                       22

<PAGE>   23


directors constituting the entire board of directors. At each annual meeting of
stockholders, successors to the class of directors whose term expires at that
annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which that
director's term expires and until that director's successor shall be elected and
qualified, subject, however, to prior death, resignation, retirement,
disqualification or removal.

     The board of directors shall elect a chairman of the board of directors and
may from time to time elect or appoint one or more vice chairmen of the board of
directors. The chairman of the board of directors and each vice chairman shall
each be a member of the board of directors. The chairman of the board of
directors and each vice chairman shall hold such position until such person's
successor shall be elected or appointed and qualified, subject, however, to
prior death, resignation, retirement, disqualification or removal.

     Vacancies. If the office of any director becomes vacant at any time by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, or if any new directorship is created by any increase in the
authorized number of directors, a majority of the directors then in office,
although less than a quorum, or the sole remaining director, may choose a
successor or fill the newly created directorship, and the director so chosen
shall hold office, subject to the provisions of these bylaws, until the
expiration of the term of the class to which he or she has been assigned or
until a successor shall be duly elected and qualified. Notwithstanding the
foregoing, whenever the holder of any one or more classes or series of Preferred
Stock issued by the corporation shall have the right, voting separately by class
or series, to elect directors at an annual or special meeting of


                                       23

<PAGE>   24


stockholders, the election, term of office, voting powers and other attributes
of such directorships shall be governed by the resolutions of the board of
directors or the provisions of the certificate of incorporation creating that
class or series, and such directors so elected shall not be divided into classes
pursuant to this Article unless expressly provided by such resolutions or such
provisions of the certificate of incorporation. The continuing directors may act
notwithstanding any vacancy in the board and all acts done by the board of
directors or by any director shall be valid notwithstanding any defects in the
election or qualification of any such director.

     Resignations. Any director may resign by giving written notice to the
chairman of the board of directors, the chief executive officer or the
secretary. Such resignation shall take effect at the time stated therein, or if
no time be so stated then upon its delivery, and without in either case the
necessity of its being accepted unless the resignation shall so state. When one
or more directors shall resign from the board, effective at a future date, a
majority of the directors then in office shall have power to fill such vacancy
or vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective.

     Removal. Notwithstanding any other provisions of these bylaws (and
notwithstanding the fact that some lesser percentage may be specified by law),
any director or the entire board of directors of the corporation may be removed
at any time, but only for cause, by the holders of a majority of the shares then
entitled to vote at an election of directors. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a class, to
elect one or more directors of the corporation, the provisions of this paragraph
shall not apply with respect to the director or directors elected by such
holders of Preferred Stock.

     No director resigning, and (except where a right to receive compensation
shall be expressly provided in a duly authorized written agreement) no director
removed, shall have


                                       24

<PAGE>   25



any right to any compensation as such director for any period following
resignation or removal, or any right to damages on account of such removal,
whether such compensation is to be by the month or by the year or otherwise.



                                  ARTICLE XIV

                        POWERS OF THE BOARD OF DIRECTORS

     The business and affairs of the corporation shall be managed by or under
the direction of the board of directors, except as may otherwise be provided by
law, by the certificate of incorporation or by these bylaws.

                                   ARTICLE XV

                       MEETINGS OF THE BOARD OF DIRECTORS

     The board of directors may hold meetings and have one or more offices and
keep the books of the corporation within or without the State of Delaware in
such place or places as may from time to time be determined by a majority of the
entire board of directors. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the board
of directors may be held without call or formal notice immediately after and at
the same place as the annual meeting of the stockholders, or any special meeting
of the stockholders at which a board of directors is elected.


                                       25

<PAGE>   26


     Special meetings of the board of directors may be held at any place either
within or without the State of Delaware at any time when called by a majority of
the board of directors, the chairman of the board of directors, the president,
treasurer or secretary, reasonable notice of the time and place thereof being
given to each director. A waiver of such notice in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to such notice. Notice of a meeting need not
be given to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to such director. In any case
it shall be deemed sufficient notice to the directors to send notice in writing
(which may include electronic facsimile), at least twenty-four hours before the
meeting, to them at their usual or last known business or residence addresses.
With respect to any meeting of the board of directors other than a regularly
scheduled meeting, reasonable efforts shall be made also to give notice by
telephone at least twenty-four hours before the meeting and, upon request of any
director, reasonable efforts shall be made to enable such director to
participate in the meeting by telephone. Neither notice of meeting nor waiver of
notice need specify the purposes of a meeting.

     A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place. No notice of any adjourned
meeting of the board of directors shall be required.

     Except as may be otherwise provided by law, the certificate of
incorporation or these bylaws, when a quorum is present at any meeting the vote
of a majority of the directors present shall be the act of the board of
directors.

     Members of the board of directors, or any committee designated by the board
of directors, may participate in a meeting of the board or such committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other or by any
other means permitted by law. Such participation shall constitute presence in
person at such meeting.



                                       26

<PAGE>   27


     Interested Directors and Officers. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of the corporation's directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if (1) the material facts as to the director's
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board or committee
in good faith authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum, (2) the material facts as to the director's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders,
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the board of directors, a committee
thereof, or the stockholders. Interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee, which authorizes the contract or transaction.

                                  ARTICLE XVI

                        QUORUM OF THE BOARD OF DIRECTORS

     Except as otherwise required by law, the certificate of incorporation or
these bylaws, a majority of the entire board of directors shall constitute a
quorum for the transaction of all business.



                                       27

<PAGE>   28


                                  ARTICLE XVII

                      COMMITTEES OF THE BOARD OF DIRECTORS

     There shall be four standing committees of the board of directors,
identified as the executive committee, the audit committee, the finance
committee, and the personnel committee. In addition, the board of directors may,
pursuant to the procedures hereinafter outlined in this Article XVII, from time
to time create such additional committees as it may deem necessary or
appropriate. All committees shall have only such powers and duties as are
hereinafter described and as may specifically from time to time be voted by
resolution of a majority of the board of directors.

     The board of directors may, by resolution adopted by a majority of the
board of directors, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of two or
more of the directors; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee; and (c) determine the extent to which each such
committee shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, including the
power to authorize the seal of the corporation to be affixed to all papers which
may require it; excepting, however, such powers which by law, the certificate of
incorporation or these bylaws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof 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 such absent or disqualified member. Except as the


                                       28

<PAGE>   29


board of directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the board or such
rules, its business shall be conducted as nearly as may be in the same manner as
is provided by these bylaws for the conduct of business by the board of
directors.

     Vacancies on the committees of the board of directors may be filled by the
board of directors by resolution adopted by a majority of the board at any
meeting of the board.

                                 ARTICLE XVIII

                             THE EXECUTIVE COMMITTEE

     The executive committee shall consist of such members of the board of
directors as the board shall from time to time determine, and shall include ex
officio the chief executive officer of the corporation. No elective member of
the executive committee shall be an employee of the corporation, with the
exception of the chairman of the committee, who may be an employee of the
corporation. In no event shall a majority of the members of the executive
committee be employees of the corporation. The members and the chairman of the
executive committee shall be elected annually by resolution passed by a majority
of the board of directors at its first meeting following the annual meeting of
stockholders or at any other time. The members shall hold office until the first
meeting of the board of directors following the next annual meeting of the
stockholders and until their successors are respectively elected and qualified
or until their earlier resignation, removal or death.

     The executive committee, in all cases in which specific directions to the
contrary shall not have been given by the board of directors, shall have and may
exercise, during the intervals between the meetings of the board of directors,
all the powers and authority of the board of directors in the management of the
business and affairs of the corporation in such manner as the executive
committee may deem in the best interests of the corporation, except that the
executive committee shall not have the power or authority to (i) approve or



                                       29

<PAGE>   30


adopt or recommend to the stockholders any action or matter that requires the
approval of the stockholders or (ii) adopt, amend or repeal any bylaw of the
corporation.

     The executive committee shall also recommend to the board of directors:
nominees for election or reelection as directors; the composition,
responsibilities, organization and procedures of the board of directors and its
committees; the nature and scope of the Corporation's business and its plans for
future growth; and, plans for the succession to the office of chief executive
officer of the corporation.

     Meetings of the executive committee shall be held at such times as may be
requested by the chief executive officer or by the chairman of the executive
committee, but normally no fewer than four times each calendar year. At least
once each calendar year, at a time designated by the chief executive officer,
the executive committee shall conduct an overall review of the major matters
within the scope of its responsibilities. Reasonable notice of all meetings
shall be given by the secretary. A majority shall constitute a quorum of the
executive committee. A majority of the committee in attendance shall decide any
question brought before any meeting of the committee.


                                  ARTICLE XIX

                               THE AUDIT COMMITTEE

     The audit committee shall consist of at least three members of the board of
directors as the board shall from time to time determine, no one of whom shall
be an employee of the corporation. The members and the chairman of the audit
committee shall be elected annually by resolution passed by a majority of the
board of directors at its first meeting following the annual meeting of
stockholders or at any other time. The members shall hold office until the first
meeting of the board of directors following the next annual meeting of the
stockholders and until their successors are respectively elected and qualified
or until their earlier resignation, removal or death.


                                       30

<PAGE>   31


     The audit committee shall review with the corporation's independent auditor
the results of its examination of the financial operations of the corporation
and shall make recommendations to the board of directors with respect thereto.
It shall also review annually the corporation's internal audit function. The
audit committee and the board of directors shall have the sole authority to
appoint or remove the independent auditor.

     The chief executive officer and the chief financial officer, although not
members of the audit committee, shall receive notice of and shall customarily
attend all meetings of the committee, except that the committee may at its
discretion elect to meet in executive session without the presence of the chief
executive officer or chief financial officer and shall so meet at least once
each calendar year with the corporation's independent auditors to review their
report on the operation of the business.

     Meetings of the audit committee shall be held at such times as may be
requested by the chief executive officer or the chairman of the committee, but
normally no fewer than three times each calendar year. Reasonable notice of all
meetings shall be given by the secretary. A majority shall constitute a quorum
of the audit committee. A majority of the committee in attendance shall decide
any question brought before any meeting of the committee.


                                   ARTICLE XX

                              THE FINANCE COMMITTEE

     The finance committee shall consist of such members of the board of
directors as the board shall from time to time determine, no one of whom shall
be an employee of the corporation. The members and the chairman of the finance
committee shall be elected annually by resolution passed by a majority of the
board of directors at its first meeting following the annual meeting of
stockholders or at any other time. The members shall hold


                                       31

<PAGE>   32


office until the first meeting of the board of directors following the next
annual meeting of the stockholders and until their successors are respectively
elected and qualified or until their earlier resignation, removal or death.

     The finance committee shall be available to review and make recommendations
to the board of directors with respect to financial policies of the corporation,
including (i) the corporation's financial condition and its requirements for
funds, (ii) the timing and the types of financing to be undertaken, (iii) cash
flow, borrowing and dividend policy and criteria for assessing such programs,
and (iv) financial terms of proposed acquisitions and sales or other disposition
of divisions or subsidiaries of the corporation.

     The chief executive officer and chief financial officer, although not
members of the finance committee, shall receive notice of and shall customarily
attend all meetings of the committee, except that the committee may at its
discretion elect to meet in executive session without the presence of the chief
executive officer or chief financial officer.

     Meetings of the finance committee shall be held at such times as may be
requested by the chief executive officer or the chairman of the committee, but
normally no fewer than three times each calendar year. Reasonable notice of all
meetings shall be given by the secretary. A majority shall constitute a quorum
of the finance committee. A majority of the committee in attendance shall decide
any question brought before any meeting of the committee.

                                  ARTICLE XXI

                             THE PERSONNEL COMMITTEE

     The personnel committee shall consist of such members of the board of
directors as the board shall from time to time determine, no one of whom shall
be an employee of the corporation. The members and the chairman of the personnel
committee shall be elected


                                       32

<PAGE>   33


annually by resolution passed by a majority of the board of directors at its
first meeting following the annual meeting of stockholders or at any other time.
The members shall hold office until the first meeting of the board of directors
following the next annual meeting of the stockholders and until their successors
are respectively elected and qualified or until their earlier resignation,
removal or death.

     The personnel committee shall: be designated as the committee of the board
of directors authorized to administer the corporation's stock purchase, stock
option and stock equivalent unit plans and other executive incentive plans, with
authority to grant or to approve or disapprove participation by specific
employees in those plans as required by the terms of those plans; review and
make recommendations to the management and/or the board of directors on the
personnel policies of the corporation, particularly as related to fringe
benefits; review and make recommendations to the board of directors on the
compensation of all officers of the corporation and such other executives and
employees as the personnel committee shall determine; and shall, upon request of
the chief executive officer, the chief operating officer or the chief personnel
officer of the corporation, review and make recommendations on stock option
plans, stock purchase plans and employees' savings and bonus plans, pension and
retirement plans, and any other plans, systems and practices of the corporation
relating directly or indirectly to compensation, which are in effect or are
proposed to be adopted with respect to any of the employees of the corporation
or its subsidiaries.

     The chief executive officer and the chief personnel officer, although not
members of the personnel committee, shall receive notice of and shall
customarily attend all meetings of the committee, except that the committee may
at its discretion elect to meet in executive session without the presence of the
chief executive officer or chief personnel officer.

     Meetings of the personnel committee shall be held at such times as may be
requested by the chief executive officer or the chairman of the committee.
Reasonable


                                       33

<PAGE>   34


notice of all meetings shall be given by the secretary of the corporation. Two
members shall constitute a quorum of the personnel committee. A majority of the
committee in attendance shall decide any question brought before any meeting of
the committee.


                                  ARTICLE XXII

                              DELEGATION OF POWERS

     In addition to the provisions of Article XVII of these bylaws, and to the
extent permitted by applicable law, the board of directors may from time to time
delegate any of its powers to officers, attorneys or agents of the corporation
subject to such regulations as may be imposed by the board.


                                 ARTICLE XXIII

                            ACTION WITHOUT A 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, if consent
thereto in writing is given by all members of the board or of such committee, as
the case may be, and the writing or writings constituting such consent are filed
with the minutes of the proceedings of the board or such committee. Such written
consent shall be treated for all purposes as the act of the board of directors
or of such committee, as the case may be.


                                  ARTICLE XXIV

                       STATEMENT OF ASSETS AND LIABILITIES



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     At the annual meetings and at any other time when required by the
stockholders, the board of directors shall present a statement of the assets and
liabilities of the corporation and of the condition of the corporation's
affairs.


                                  ARTICLE XXV

                                    OFFICERS

     The board of directors shall elect a chief executive officer of the
corporation and, in its discretion, a president and one or more vice presidents.
The board of directors or the chief executive officer may from time to time
elect or appoint such other officers and agents with such powers and duties as
they or the chief executive officer may designate. Officers shall be elected or
appointed, and any designations to the titles of such officers shall be fixed
annually by the board of directors at its first meeting following the annual
meeting of stockholders or at any other time. The chief executive officer of the
corporation shall be a member of the board of directors and shall serve as its
chairman, unless the board of directors elects another member as its chairman.
Any two or more offices may be held by the same person. The officers shall hold
office until the first meeting of the board of directors following the next
annual meeting of the stockholders and until their successors are respectively
elected or appointed and qualified, unless a shorter period shall have been
specified by the terms of their election or appointment, or until their earlier
resignation, retirement, removal or death. Subject to law and to the provisions
of these bylaws, each officer shall have such duties and powers as are
prescribed by law or these bylaws and as are commonly incident to the office and
such additional duties and powers as the board of directors or the chief
executive officer may from time to time designate.



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<PAGE>   36

                                  ARTICLE XXVI

                      RESIGNATIONS AND REMOVALS OF OFFICERS


     Any officer may resign by giving written notice to the board of directors,
the chief executive officer or the secretary. Such resignation shall take effect
at the time stated therein, or if no time be so stated then upon its delivery,
and without in either case the necessity of its being accepted unless the
resignation shall so state.

     The board of directors may by a majority vote of its entire number remove
from office any officer of the corporation, either with or without cause. The
board of directors may at any time terminate or modify the authority of any
agent. The chief executive officer may remove with or without cause any officer
or agent appointed by the chief executive officer.

     No officer resigning, and (except where a right to receive compensation
shall be expressly provided in a duly authorized written agreement) no officer
removed, shall have any right to any compensation as such officer for any period
following resignation or removal, or any right to damages on account of such
removal, whether such compensation be by the month or by the year or otherwise.

                                 ARTICLE XXVII

                                    VACANCIES

     Any vacancy occurring in any office may be filled by the directors at any
meeting of the board of directors or, if the office is not the chief executive
officer, president or a vice president, by the chief executive officer, and the
officers so chosen shall hold office for the


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unexpired term in respect of which the vacancy occurred and until their
successors shall be duly elected or appointed and qualified unless sooner
displaced.

                                 ARTICLE XXVIII

                        INSPECTION OF ACCOUNTS AND BOOKS

     No account or book of the corporation shall be open to the inspection of
any stockholder (except as provided by the laws of Delaware) unless such
inspection in any case shall have been authorized by a resolution of a majority
of the entire board of directors who shall be the sole judges as to whether any
such inspection shall be allowed, and the stockholders' rights in this respect
are and shall be restricted and limited accordingly.

                                  ARTICLE XXIX

                                 INDEMNIFICATION

     (a)  The corporation shall indemnify and hold harmless, to the maximum
extent permitted from time to time under the law of the state of Delaware, and
upon request advance expenses to, any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, proceeding or claim, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was or has agreed to
be a director, officer or employee of the corporation or while a director,
officer or employee is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement
incurred (and not otherwise recovered) in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim. The
foregoing shall not require the corporation to indemnify and/or hold harmless or
advance expenses to


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<PAGE>   38


any person in connection with any action, suit, proceeding, claim or
counterclaim initiated by or on behalf of such person. Such indemnification
shall not be exclusive of other indemnification rights arising under contract,
agreement, vote of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal representatives of such person. Any person
seeking indemnification under this Article XXIX shall be deemed to have met the
standard of conduct required for such indemnification unless the contrary shall
be established. Any repeal or modification of the foregoing provisions of this
Article XXIX shall not adversely affect any right or protection of a director,
officer or employee of the corporation with respect to any acts or omissions of
such director, officer or employee occurring prior to such repeal or
modification.

     (b)  To the extent that a director, officer or employee of the corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraph (a) or in defense of any claim, issue or
matter therein, such person shall be indemnified and/or held harmless against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

     (c)  Any indemnification under paragraph (a) (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer or employee is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in paragraph (a). Such determination shall be made (1) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     (d)  Expenses incurred in connection with a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon the request of and receipt of an
undertaking by or on behalf of the director, officer or employee to repay such
amount if it shall ultimately be


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determined that such person is not entitled to be indemnified by the corporation
as authorized in this Article XXIX.

     Notwithstanding the foregoing, unless otherwise determined pursuant to this
Article XXIX, no advance shall be made by the corporation to a director, officer
or employee of the corporation (except by reason of the fact that such officer
is or was a director of the corporation in which event this paragraph shall not
apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (2) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made demonstrates
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interest of the
corporation.

     (e)  The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer or employee of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify such person
against such liability under the provisions of this Article XXIX or otherwise.

     (f)  For the purposes of this Article XXIX, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or


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<PAGE>   40



beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
XXIX.

     (g)  The indemnification and advancement of expenses provided by or granted
pursuant to, this Article XXIX shall continue as to a person who has ceased to
be a director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person. Each person who is or becomes a
director, officer or employee as aforesaid shall be deemed to have served or to
have continued to serve in such capacity in reliance upon the indemnity and
advancement of expenses herein provided for in this Article XXIX.

                                  ARTICLE XXX

                                      SEAL

     The common seal of the corporation shall be circular in form with the name
of the corporation around the periphery and the words and figures "Incorporated
1917 Delaware" within.

                                  ARTICLE XXXI

                               EXECUTION OF PAPERS

     Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, agreements, debentures, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation shall be signed
in the name and on behalf of the corporation by the chairman of the board of
directors or by any vice chairman of the board of directors,


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president or vice president, or by the treasurer or any assistant treasurer or
secretary or any assistant secretary, and the signature of any such officer may
be facsimile and in case any such officer who shall have signed, or whose
facsimile signature shall have been used on any debenture, note or other
document shall cease to be such officer of the corporation, whether because of
death, resignation, or otherwise, before such debenture, note or other document
shall have been delivered by the corporation, such debenture, note or other
document may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed such debenture, note or other document
or whose facsimile signature shall have been used thereon had not ceased to be
such officer and the delivery of any such debenture, note or other document
shall be deemed the adoption thereof by the corporation.

                                 ARTICLE XXXII

                                   AMENDMENTS

     Except as otherwise provided in the certificate of incorporation, the
foregoing bylaws may be altered or amended by the stockholders or by a majority
of the entire board of directors at any regular meeting or at any special
meeting duly called for that purpose.



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