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                           AMERON INTERNATIONAL CORPORATION
                               (a Delaware corporation)


                                        BYLAWS

                              (Restated with amendments
                              through February 1, 1997 )


                                      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.

         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

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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
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


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 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 (10),  the exact number of
which shall be fixed by Bylaw duly adopted by the Board.  The number of
directors of the Corporation shall be ten (10).  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 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 


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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.


<PAGE>

         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 

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be deemed the owner thereof for all purposes as regards the 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.


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<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.


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