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                                                                  EXHIBIT 3(ii)

                        AMERON INTERNATIONAL CORPORATION
                            (a Delaware corporation)


                                     BYLAWS

                            (Restated with amendments
                             through March 22, 2000)


                                    ARTICLE I

                                     Offices

             SECTION 1.01. Registered Office. The registered office of AMERON
INTERNATIONAL CORPORATION (hereinafter called the Corporation) in the State of
Delaware shall be at 1209 Orange Street, City of Wilmington, County of New
Castle, and the name of the registered agent in charge thereof shall be The
Corporation Trust Company.

             SECTION 1.02. Other Offices. The Corporation may also have an
office or offices at such other place or places, either within or without the
State of Delaware, as the Board of Directors (hereinafter called the Board) may
from time to time determine or as the business of the Corporation may require.


                                   ARTICLE II

                            Meetings of Stockholders

             SECTION 2.01. Annual Meetings. Annual Meetings of the
stockholders of the Corporation for the purpose of electing directors and for
the transaction of such other proper business as may come before such
meetings may be held at such time, date and place as the Board shall
determine by resolution.

             SECTION 2.02. Special Meetings. Special meetings of the
stockholders of the Corporation for any purpose may only be called in
accordance with the provisions of the Certificate of Incorporation.

         SECTION 2.03. Place of Meetings. All meetings of the stockholders
shall be held at such places, within or without the State of Delaware, as may
be designated by the Board.

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         SECTION 2.04. Notice of Meetings. Except as otherwise required by
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder of record entitled to vote at
such meeting by delivering a typewritten or printed notice thereof to him
personally, or by depositing such notice in the United States mail, in a
postage prepaid envelope, directed to him at his post office address
furnished by him to the Secretary of the Corporation for such purpose or, if
he shall not have furnished to the Secretary his address for such purpose,
then at his post office address last known to the Secretary, or by
transmitting a notice thereof to him at such address by telegraph, cable, or
wireless. Except as otherwise expressly required by law, no publication of
any notice of a meeting of the stockholders shall be required. Every notice
of a meeting of the stockholders shall state the place, date and hour of the
meeting, and, in the case of a special meeting, shall also state the purpose
or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder to whom
notice may be omitted pursuant to applicable Delaware law or who shall have
waived such notice and such notice shall be deemed waived by any stockholder
who shall attend such meeting in person or by proxy, except as a stockholder
who shall attend such meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not
be given if the time and place thereof are announced at the meeting at which
the adjournment is taken.

             SECTION 2.05. Quorum. Except as otherwise required by law, the
holders of record of a majority in voting interest of the shares of stock of
the Corporation entitled to be voted thereat, present in person or by proxy,
shall constitute a quorum for the transaction of business at any meeting of
the stockholders of the Corporation or any adjournment thereof. In the
absence of a quorum at any meeting or any adjournment thereof, a majority in
voting interest of the stockholders present in person or by proxy and
entitled to vote thereat or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting may adjourn such meeting from time to time. At any such
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted at the meeting as originally called.

             SECTION 2.06.  Voting.

             (a) Each stockholder shall, at each meeting of the stockholders,
be entitled to vote in person or by proxy each share or fractional share of
the stock of the Corporation having voting rights on the matter in question
and which shall have been held by him and registered in his name on the books
of the Corporation:

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                      (i) on the date fixed pursuant to Section 6.05 of these
             Bylaws as the record date for the determination of stockholders
             entitled to notice of and to vote at such meeting, or

                      (ii) if no such record date shall have been so fixed, then
             (a) at the close of business on the day next preceding the day on
             which notice of the meeting shall be given or (b) if notice of the
             meeting shall be waived, at the close of business on the day next
             preceding the day on which the meeting shall be held.

             (b) 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 in such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock
is pledged shall be entitled to vote, unless in the transfer by the pledgor
on the books of the Corporation he shall have expressly empowered the pledges
to vote thereon, in which case only the pledges, or his proxy, may represent
such stock and vote thereon. Stock having voting power standing of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants in common, tenants by entirety or otherwise, or
with respect to which two or more persons have the same fiduciary
relationship, shall be voted in accordance with the provisions of the General
Corporation Law of the State of Delaware.

             (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto
authorized and delivered to the secretary of the meeting; provided, however,
that no proxy shall be voted or acted upon after three years from its date
unless said proxy shall provide for a longer period. The attendance at any
meeting of a stockholder who may theretofore have given a proxy shall not
have the effect of revoking the same unless he shall in writing so notify the
secretary of the meeting prior to the voting of the proxy. At any meeting of
the stockholders all matters, except as otherwise provided in the Certificate
of Incorporation, in these Bylaws or by law, shall be decided by the vote of
a majority in voting interest of the stockholders present in person or by
proxy and entitled to vote thereat and thereon, a quorum being present. The
vote at any meeting of the stockholders on any question need not be by
ballot, unless so directed by the chairman of the meeting. On a vote by
ballot each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and it shall state the number of shares voted.

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             SECTION 2.07. List of Stockholders. The Secretary of the
Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

             SECTION 2.08. Judges. If at any meeting of the stockholders a
vote by written ballot shall be taken on any question, the chairman of such
meeting may appoint a judge or judges to act with respect to such vote. Each
judge so appointed shall first subscribe an oath faithfully to execute the
duties of a judge at such meeting with strict impartiality and according to
the best of his ability. Such judges shall decide upon the qualifications of
the voters and shall report the number of shares represented at the meeting
and entitled to vote on such question, shall conduct and accept the votes,
and, when the voting is completed, shall ascertain and report the number of
shares voted respectively for and against the question. Reports of judges
shall be in writing and subscribed and delivered by them to the Secretary of
the Corporation. The judges need not be stockholders of the Corporation, and
any officer of the Corporation may be a judge on any question other than a
vote for or against a proposal in which he shall have a material interest.

             SECTION 2.09. Action Without Meeting. No action shall be taken
by the stockholders except at an annual or special meeting of stockholders.
No action shall be taken by stockholders by written consent.

             SECTION 2.10 Notice of Stockholder Business. At any annual
stockholders' meeting, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual stockholders' meeting, business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
of Directors; (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (iii) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be received at the principal office of
the Corporation not less than sixty (60) days nor more than one hundred and
twenty (120) days

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prior to the meeting; provided, however, that in the event that the first
public disclosure (whether by mailing of a notice to shareholders, press
release or otherwise) of the date of the meeting is made less than sixty-five
(65) days prior to the date of the meeting, notice by the stockholder will be
timely if received not later than the close of business on the tenth day
following the day on which such first public disclosure was made. A
stockholder's notice to the Secretary shall set forth, as to each matter the
stockholder proposes to bring before the annual meeting, (i) the reasons for
conducting such business at the annual meeting; (ii) the name and address as
they appear on the Corporation's stock register, of the stockholder proposing
such business; (iii) the number of shares of capital stock of the Corporation
which are beneficially owned by the stockholder; and (iv) any material
interest of the stockholder in such business. Notwithstanding any other
provision of these Bylaws, no business shall be conducted at an annual
stockholders' meeting except in accordance with the procedures set forth in
this Section 2.10. If the presiding officer of an annual stockholders'
meeting determines and declares that business was not properly brought before
the meeting in accordance with this Section 2.10, any such business shall not
be transacted.

                                   ARTICLE III

                               Board of Directors

             SECTION 3.01. General Powers. The property, business and affairs
of the Corporation shall be managed by the Board.

             SECTION 3.02. Number and Term of Office. The number of directors
shall not be less than six (6) nor more than eleven (11), the exact number of
which shall be fixed by Bylaw duly adopted by the Board. The number of
directors of the Corporation shall be eight (8). The Board shall be divided
into three classes, Class I, Class II and Class III. Such classes shall be as
nearly equal in number of directors as possible. Each director shall serve
for a term ending on the third annual meeting following the annual meeting at
which such director was elected; provided, however, that the directors first
elected to Class I shall serve for a term ending at the annual meeting to be
held in 1987, the directors first elected to Class II shall serve for a term
ending at the annual meeting to be held in 1988 and the directors first
elected to Class III shall serve for a term ending at the annual meeting to
be held in 1989. Directors need not be stockholders. Each of the directors of
the Corporation shall hold office until his successor shall have been duly
elected and shall qualify or until he shall resign or shall have been removed
in the manner hereinafter provided.

             SECTION 3.03. Election of Directors. In any election of
directors of the Corporation, a holder of any class or series of stock then
entitled to vote in such election shall

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be entitled to as many votes as shall equal (i) the number of votes which
(except for this Section as to cumulative voting) he would be entitled to
cast for the election of directors with respect to his shares of stock
multiplied by (ii) the number of directors to be elected in the election in
which his class or series of shares is entitled to vote, and each stockholder
may cast all of such votes for a single director or for any two or more of
them as he may see fit.

             SECTION 3.04. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board or to the Secretary
of the Corporation. Any such resignation shall take effect at the time
specified therein, or, if the time be not specified, it shall take effect
immediately upon its receipt; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

             SECTION 3.05. Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors,
or any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office for the unexpired term of his predecessor or until
his successor shall have been elected and shall qualify or until he shall
resign or shall have been removed in the manner hereinafter provided.

             SECTION 3.06. Place of Meeting, Etc. The Board may hold any of
its meetings at such place or places within or without the State of Delaware
as the Board may from time to time by resolution designate or as shall be
designated by the person or persons calling the meeting or in the notice or a
waiver of notice of any such meeting. Directors may participate in any
regular or special meeting of the Board by means of conference telephone or
similar communications equipment pursuant to which all persons participating
in the meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.

             SECTION 3.07. First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

             SECTION 3.08. Regular Meetings. Regular meetings of the Board
may be held at such times as the Board shall from time to time by resolution
determine. If any day fixed for a regular meeting shall be a legal holiday at
the place where the meeting is to be held, then the meeting shall be held at
the same hour and place on the next succeeding business day not a legal
holiday. Except as provided by law, notice of regular meetings need not be
given.

             SECTION 3.09. Special Meetings. Special meetings of the Board
shall be held whenever called by the Chairman of the Board, the President or
a majority of the authorized number of directors. Except as otherwise
provided by law or by these Bylaws, notice of

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the time and place of each such special meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at
least five (5) days before the day on which the meeting is to be held, or
shall be sent to him at such place by telegraph or cable or be delivered
personally not less than twenty-four (24) hours before the time at which the
meeting is to be held. Except where otherwise required by law or by these
Bylaws, notice of the purpose of a special meeting need not be given. Notice
of any meeting of the Board shall not be required to be given to any director
who is present at such meeting, except a director who shall attend such
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

             SECTION 3.10. Quorum and Manner of Acting. Except as otherwise
provided in these Bylaws or by law, the presence of a majority of the number
of directors then currently specified as the size of the Board pursuant to
Section 3.02 of these Bylaws shall be required to constitute a quorum for the
transaction of business at any meeting of the Board, and all matters shall be
decided at any such meeting, a quorum being present, by the affirmative votes
of a majority of the directors present. In the absence of a quorum, a
majority of directors present at any meeting may adjourn the same from time
to time until a quorum shall be present. Notice of any adjourned meeting need
not be given. The directors shall act only as a Board, and the individual
directors shall have no power as such.

             SECTION 3.11. Action by Consent. Any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.

             SECTION 3.12. Removal of Directors. Subject to the provisions of
the Certificate of Incorporation, a director may be removed at any time, for
cause only.

             SECTION 3.13. Compensation. The directors shall receive only
such compensation for their services as directors as may be allowed by
resolution of the Board. The Board may also provide that the Corporation
shall reimburse each such director for any expense incurred by him on account
of his attendance at any meetings of the Board or Committees of the Board.
Neither the payment of such compensation nor the reimbursement of such
expenses shall be construed to preclude any director from serving the
Corporation or its subsidiaries in any other capacity and receiving
compensation therefor.

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             SECTION 3.14. Committees. The Board may, by resolution passed by
a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. Any
such committee, to the extent provided in the resolution of the Board and
except as otherwise limited by law, shall have and may exercise all the
powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Any such committee shall keep
written minutes of its meetings and report the same to the Board at the next
regular meeting of the Board. In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of such absent or disqualified member.

             SECTION 3.15. Notice of Director Nominations. Only persons who
are nominated in accordance with the procedures set forth in this Section
3.15 shall be eligible for election as Director at annual meeting of the
stockholders. Nominations of candidates for election to the Board of
Directors of the Corporation at any annual meeting may be made only by or at
the direction of the Board of Directors or by a stockholder entitled to vote
at such annual meeting. All such nominations, except those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation of the stockholder's intention
to make such nomination. To be timely, any such notice must be received at
the principal office of the Corporation not less than sixty (60) no more than
one hundred twenty (120) days prior to the date of such annual meeting;
provided, however, that in the event that the first public disclosure
(whether by mailing of a notice to stockholders, press release or otherwise)
of the date of such annual meeting is made less than sixty-five (65) days
prior to the date of such annual meeting, notice by the stockholder will be
timely if received not later than the close of business on the tenth day
following the day on which such first public disclosure was made. Such
stockholder's notice with respect to a proposed nomination shall set forth
(i) the name, age, business and residence address and principal occupation or
employment of each nominee proposed in such notice; (ii) the name and address
of the stockholder giving the notice as the same appears in the Corporation's
stock register; (iii) the number of shares of capital stock of the
Corporation which are beneficially owned by each such nominee and by such
stockholder; and (iv) such other information concerning each such nominee as
would be required, under the rules of the Securities and Exchange Commission,
in a proxy statement soliciting proxies for the election of such nominee.
Such notice must also include a signed consent of each such nominee to serve
as a director of the Corporation, if elected.

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             In the event that a person is validly designated as a nominee in
accordance with the procedures specified above and shall thereafter become
unable or unwilling to stand for election to the Board of Directors, the
Board of Directors or the stockholder who proposed such nominee, as the case
may be, may designate a substitute nominee; provided, however, that in the
case of persons not nominated by the Board of Directors, such a substitution
may only be made if notice as provided above in this Section 3.15 is received
at the principal office of the Corporation not later than the later of (i)
thirty (30) days prior to the date of the annual meeting or (ii) five (5)
days after the stockholder proposing the original nominee first learned that
such original nominee has become unable or unwilling to stand for election.

                                   ARTICLE IV

                                    Officers

             SECTION 4.01. Officers, Election and Removal. The officers of
the Corporation shall be a President, a Vice President, a Secretary, and a
Treasurer. The Corporation may also have at the discretion of the Board of
Directors an Executive Vice President, one or more additional Vice
Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as may be elected by the Board of
Directors. Any two or more offices may be held by the same person except that
the office of President and the office of Secretary may not be held by the
same person.

             The officers of the Corporation shall be elected annually by the
Board of Directors at their first meeting after the annual meeting of the
stockholders and, unless they shall sooner resign, be removed or become
disqualified, shall hold office until their respective successors shall be
elected and qualify.

             The Chairman of the Board and the President shall be elected
from among the Directors but the other officers need not be Directors.

             Any officer may be removed either with or without cause by a
majority of the Directors at the time in office at any regular or special
meeting of the Board of Directors.

             SECTION 4.02. Chairman of the Board. The Chairman of the Board,
if there shall be one, shall preside at all meetings of the stockholders and
of the Board of Directors. He shall, ex officio, be a member of all
committees appointed or constituted by the Board of Directors, including the
Executive Committee.

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             SECTION 4.03. President, Executive Vice President and Vice
President. The President shall be responsible to the Board of Directors for
all actions and activities of the Corporation.

             The Executive Vice President, if there shall be one, shall act
for the President in the President's absence. He shall have such other powers
and be required to perform such other duties as the President and the Board
of Directors shall prescribe.

             The Vice President, or if there shall be more than one such
officer elected, shall have such powers and perform such duties as may be
delegated to him or them by the President or the Board of Directors.

             SECTION 4.04. Secretary. The Secretary shall issue notices for
all meetings, shall keep their minutes, shall have charge of the seal and the
Corporate books, and shall make such reports and perform such other duties as
are incident to his office, or are properly required of him by the Board of
Directors. He shall also keep at the principal office of the corporation or
cause to be kept at the office of the Corporation's transfer agent, a stock
transfer book, and he shall keep or cause to be kept by the Corporation's
registrar, a share registry book. The Secretary may be required to perform
such duties of the Treasurer as may be assigned to him from time to time.

             SECTION 4.05. Treasurer. The Treasurer shall have the custody of
all moneys and securities of the Corporation and shall keep regular books of
account. He shall disburse the funds of the Corporation in payment of the
just demands against the Corporation or as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and to the Board of Directors from time to time as may be
required of him, an account of all his transactions as Treasurer and of the
financial condition of the Corporation. He shall perform all other duties
incident to his office or that are properly required of him by the Board. He
shall give the Corporation a bond, if required by the Board of Directors, in
a sum, and with one or more sureties, satisfactory to the Board of Directors,
for the faithful performance of the duties of his office, and for the
restoration to the Corporation, in case of his death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the Corporation.

             SECTION 4.06. Incapacity. In case of the absence or inability of
any officer of the Corporation to act and of any person herein authorized to
act in his place, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer or any Director or
other person whom they may select.

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             SECTION 4.07. Vacancies. Vacancies in any office arising from
any cause may be filled by the Directors at any regular or special meeting.

             SECTION 4.08. Other officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary or expedient, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

             SECTION 4.09. Salaries. The salaries of all officers and agents
of the Corporation shall be fixed by the Board of Directors. Nothing
contained herein shall preclude any officer from serving the Corporation, or
any subsidiary corporation, in any other capacity and receiving proper
compensation therefor.

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

             SECTION 5.01. Execution of Contracts. The Board, except as in
these Bylaws otherwise provided, may authorize any officer or officers, agent
or agents, to enter into any contract or execute any instrument in the name
of and on behalf of the Corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board or by
these Bylaws, no officer, agent or employee shall have any power or authority
to bind the Corporation by any contract or engagement or to pledge its credit
or to render it liable for any purpose or in any amount.

             SECTION 5.02. Checks, Drafts, Etc. All checks, drafts or other
orders for payment of money, notes or other evidence of indebtedness, issued
in the name of or payable to the Corporation, shall be signed or endorsed by
such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board. Each such officer, assistant, agent or
attorney shall give such bond, if any, as the Board may require.

             SECTION 5.03. 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
may select, or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board and shall be drawn out
only by check signed by persons designated, from time to time, by resolution
of the Board of Directors.

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             SECTION 5.04. General and Special Bank Accounts. The Board may
from time to time authorize the opening and keeping of general and special
bank accounts with such banks, trust companies or other depositories as the
Board may select or as may be selected by any officer or officers, assistant
or assistants, agent or agents, or attorney or attorneys of the Corporation
to whom such power shall have been delegated by the Board. The Board may make
such special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VI

                            Shares and Their Transfer

             SECTION 6.01. Certificates for Stock. Every owner of stock of
the Corporation shall be entitled to have a certificate or certificates, to
be in such form as the Board shall prescribe, certifying the number and class
of shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which
they shall be issued and shall be signed in the name of the Corporation by
the President or a Vice President, and by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any of or all of the
signatures on the certificates may be a facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any such certificate, shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent
or registrar at the date of issue. A record shall be kept of the respective
names of the persons, firms or corporations owning the stock represented by
such certificates, the number and class of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled,
and no new certificate or certificates shall be issued in exchange for any
existing certificate until such existing certificate shall have been so
cancelled, except in cases provided for in Section 6.04.

             SECTION 6.02. Transfers of Stock. Transfers of shares of stock
of the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary, or with a transfer
clerk or a transfer agent appointed as provided in Section 6.03, and upon
surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name
shares of stock stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the

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Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

             SECTION 6.03. Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer
agents and one or more registrars, and may require all certificates for stock
to bear the signature or signatures of any of them.

             SECTION 6.04. Lost, Stolen, Destroyed, and Mutilated
Certificates. In any case of loss, theft, destruction, or mutilation of any
certificate of stock, another may be issued in its place upon proof of such
loss, theft, destruction, or mutilation and upon the giving of a bond of
indemnity to the Corporation in such form and in such sum as the Board may
direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to do.

             SECTION 6.05. Fixing Date for Determination of Stockholders of
Record. 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 other change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board may fix, in advance, a record date, which
shall not be more than sixty (60) nor less than ten (10) days before the date
of such meeting, nor more than sixty (60) days prior to any other action. If
in any case involving the determination of stockholders for any purpose other
than notice of or voting at a meeting of stockholders, the Board shall not
fix such a record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board shall
adopt the resolution relating thereto. A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of such meeting; provided, however, that the Board may fix a
new record date for the adjourned meeting.

                                      -13-

<PAGE>

                                   ARTICLE VII

                                 Indemnification

             SECTION 7.01.  (DELETED MARCH 30, 1987)


                                  ARTICLE VIII

                               Executive Committee

             SECTION 8.01. Members and Powers. The Board, by resolution
adopted by majority of its total number, may annually elect three or more of
its number to constitute an Executive Committee of the Board to have
authority to exercise to the extent permitted by law, in the intervals
between meetings of the Board, all powers of the Board, except to amend or
repeal these Bylaws, or to fill vacancies in its own membership or in the
Board, or to declare dividends. The actions of the Executive Committee shall
be ratified at the next succeeding meeting of the Board.

             SECTION 8.02. Meetings. The Executive Committee may adopt rules
governing the method of the notice of the time and place of its meetings and
the conduct of the proceedings thereat; but, in the absence of such rules,
meetings of the Executive Committee may be called by any member of the
Committee. Notice to each member, regarding the time and place of holding the
proposed meeting, shall be given to each member verbally or by mail at least
twenty-four (24) hours before the time of the meeting. No notice of a meeting
will be required if all members of the Committee are in attendance, or if
notice is waived. The Executive Committee shall keep a record of its acts and
proceedings.

             SECTION 8.03. Quorum. To constitute a quorum of the Executive
Committee for the transaction of business at any meeting, a majority shall be
present and the act of a majority of the whole Committee shall be necessary
to constitute the act of the Committee.

             SECTION 8.04. Removal of Members. Any member of the Executive
Committee may be removed with or without cause by resolution of the Board,
adopted by a majority of its total number then in office.

             SECTION 8.05. Vacancies. Vacancies in the Executive Committee
shall be filled in the same manner as for the original appointment to
membership.

                                      -14-

<PAGE>

                                   ARTICLE IX

                                  Miscellaneous

             SECTION 9.01. Seal. The Corporate seal of the Corporation shall
consist of two concentric circles, between which is the name of the
Corporation, and in the center shall be inscribed the year of its
incorporation and the words, "Corporate Seal, Delaware."

             SECTION 9.02. Waiver of Notices. Whenever notice is required to
be given by these Bylaws or the Certificate of Incorporation or by law, the
person entitled to said notice may waive such notice in writing, either
before or after the time stated therein, and such waiver shall be deemed
equivalent to notice.

             SECTION 9.03. Amendments. Except as otherwise provided herein or
in the Certificate of Incorporation, these Bylaws or any of them, may be
altered, amended, repealed or rescinded and new Bylaws may be adopted, (i) by
the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, or at any special meeting of stockholders, provided that notice
of such proposed alteration, amendment, repeal, rescission or adoption is
given in the notice of meeting.


                                      -15-