Exhibit 3.2


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                      JOHN HANCOCK FINANCIAL SERVICES, INC.

                          AMENDED AND RESTATED BY-LAWS



                           As Adopted on July 1, 2004




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ARTICLE I      OFFICES......................................................1

ARTICLE II     STOCKHOLDERS.................................................1

      Section 2.1.   Place of Meeting and Notice............................1
      Section 2.2.   Annual Meeting.........................................1
      Section 2.3.   Special Meetings.......................................1
      Section 2.4.   Notice of Meeting......................................2
      Section 2.5.   Quorum.................................................2
      Section 2.6.   Adjournment of Meeting.................................2
      Section 2.7.   Voting.................................................2
      Section 2.8.   Action by Stockholders Without a Meeting...............2

ARTICLE III    DIRECTORS....................................................2

      Section 3.1.   Number and Qualifications..............................2
      Section 3.2.   Responsibilities.......................................3
      Section 3.3.   Election and Term of Office............................3
      Section 3.4.   Removal of Directors...................................3
      Section 3.5.   Filling of Vacancies...................................3
      Section 3.6.   Regular Meetings.......................................3
      Section 3.7.   Special Meetings.......................................3
      Section 3.8.   Notice and Place of Meetings...........................3
      Section 3.9.   Business Transacted at Meetings........................4
      Section 3.10.  Quorum and Manner of Acting............................4
      Section 3.11.  Action Without a Meeting...............................4
      Section 3.12.  Participation by Telephone.............................4
      Section 3.13.  Compensation...........................................4

ARTICLE IV     BOARD COMMITTEES.............................................4

      Section 4.1.   General................................................4
      Section 4.2.   Notices of Times of Meetings of Committees and
                     Presiding Officers.....................................5
      Section 4.3.   Powers.................................................5
      Section 4.4.   Proceedings............................................5
      Section 4.5.   Quorum and Manner of Acting............................5
      Section 4.6.   Action by Telephonic Communications....................5
      Section 4.7.   Absent or Disqualified Members.........................6
      Section 4.8.   Resignations...........................................6
      Section 4.9.   Removal................................................6
      Section 4.10.  Vacancies..............................................6

ARTICLE V      OFFICERS.....................................................6

      Section 5.1.   Officer Positions......................................6
      Section 5.2.   Additional Officers....................................6
      Section 5.3.   Surety Bonds...........................................7


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ARTICLE VI     CAPITAL STOCK................................................7

      Section 6.1.   Issue of Certificates of Stock.........................7
      Section 6.2.   Registration and Transfer of Shares....................7
      Section 6.3.   Lost, Destroyed and Mutilated Certificates.............7

ARTICLE VII    INDEMNIFICATION..............................................8

      Section 7.1.   Nature of Indemnity for Directors and Officers.........8
      Section 7.2.   Nature of Indemnity for Employees and Agents...........8
      Section 7.3.   Limitation on Indemnities..............................9
      Section 7.4.   Expenses to be Reimbursed..............................9
      Section 7.5.   Determination that Indemnification is Proper...........9
      Section 7.6.   Advance Payment of Expenses...........................10
      Section 7.7.   Survival..............................................10
      Section 7.8.   Preservation of Other Rights..........................10
      Section 7.9.   Insurance.............................................10
      Section 7.10.  Severability..........................................10
      Section 7.11.  Procedure for Indemnification of Directors and
                     Officers..............................................11

ARTICLE VIII   AMENDMENTS..................................................11

ARTICLE IX     GENERAL PROVISIONS..........................................11

      Section 9.1.   Dividends.............................................11
      Section 9.2.   Execution of Instruments..............................12
      Section 9.3.   Corporate Indebtedness................................12
      Section 9.4.   Deposits..............................................12
      Section 9.5.   Checks................................................12
      Section 9.6.   Sale, Transfer, etc. of Securities....................12
      Section 9.7.   Voting Upon Stock.....................................13
      Section 9.8.   Notices...............................................13
      Section 9.9.   Fiscal Year...........................................13


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                          AMENDED AND RESTATED BY-LAWS

                                       OF


                      JOHN HANCOCK FINANCIAL SERVICES, INC.

              Incorporated under the Laws of the State of Delaware


                                    ARTICLE I
                                     OFFICES

      John Hancock Financial Services, Inc. (the "Corporation") shall maintain a
registered office in the State of Delaware. The Corporation may also have other
offices at such places, either within or without the State of Delaware, as the
Board of Directors may from time to time designate or the business of the
Corporation may require.


                                   ARTICLE II
                                  STOCKHOLDERS

      Section 2.1. Place of Meeting and Notice. Meetings of the stockholders of
the Corporation shall be held at such place either within or without the State
of Delaware as the President or the Board of Directors may determine.

      Section 2.2. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of any other business as may properly
come before such meeting shall be held on such date, at such time and place as
may be designated from time to time by the Board of Directors, and set forth in
the notice of such meeting. At the annual meeting any business may be transacted
and any corporate action may be taken, whether stated in the notice of meeting
or not, except as otherwise expressly provided in the Delaware General
Corporation Law, as amended from time to time (the "DGCL"), or the Certificate
of Incorporation.

      Section 2.3. Special Meetings. Special meetings of the stockholders for
any purpose may be called at any time by the Chairman of the Board, President or
Secretary and shall be called by the Board of Directors at the request of the
holders of shares of the issued and outstanding capital stock of the Corporation
representing at least a majority of the votes entitled to be cast at a meeting
of stockholders not less than five business days after receipt of such request.
Special meetings shall be held at such place or places within or without the
State of Delaware as shall from time to time be designated by the Board of
Directors and stated in the notice of such meeting. A meeting of stockholders
may be held not at any place, but may instead be held solely by means of remote
communication, as provided in the DGCL. At any special meeting any business may
be transacted and any corporate action may be taken, whether stated in the
notice of meeting or not, except as otherwise expressly provided by the DGCL or
the Certificate of Incorporation.

      Section 2.4. Notice of Meeting. Notice of the date, time and place of any
stockholders' meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat not less than ten (10) nor more than sixty
(60) days prior to the date of such meeting, in the manner prescribed by the


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DGCL. Notice of any adjourned meeting need not be given other than by
announcement at the meeting so adjourned, unless otherwise ordered in connection
with such adjournment. Such further notice, if any, shall be given as may be
required by the DGCL.

      Section 2.5. Quorum. Any number of stockholders, who are entitled to vote,
who hold shares of the issued and outstanding capital stock of the Corporation
representing at least a majority of the votes entitled to be cast at a meeting
of stockholders and who shall be present in person or represented by proxy at
any meeting duly called shall constitute a quorum for all purposes except as may
otherwise be provided by the DGCL or the Certificate of Incorporation.

      Section 2.6. Adjournment of Meeting. Whether or not a quorum is present, a
meeting may be adjourned by the affirmative vote of the stockholders present in
person or represented by proxy and entitled to vote thereat holding shares
representing at least a majority of the votes so present or represented and
entitled to be cast (a "Majority Vote"), without notice other than by
announcement at the meeting, until a quorum shall attend. Any meeting at which a
quorum is present may also be adjourned in like manner and for such time or upon
such call as may be determined by a Majority Vote. At any adjourned meeting at
which a quorum shall be present, any business may be transacted and any
corporate action may be taken which might have been transacted at the meeting as
originally called. When a quorum is once present, it is not broken by the
subsequent withdrawal or departure of any stockholder.

      Section 2.7. Voting. Except as otherwise provided by the DGCL, all matters
submitted to a meeting of stockholders shall be decided by vote of the holders
of record of a majority of the Corporation's issued and outstanding capital
stock present in person or by proxy. Unless required by the DGCL or the
Certificate of Incorporation, the vote on any question need not be by ballot. On
a vote by ballot, each ballot shall state the number of shares voted.

      Section 2.8. Action by Stockholders Without a Meeting. Whenever, under the
DGCL, stockholders are required or permitted to take any action by vote, such
action may be taken without a meeting, without prior notice and without a vote,
if a consent in writing 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.

                                   ARTICLE III
                                    DIRECTORS

      Section 3.1. Number and Qualifications. The Board of Directors shall not
be less than one (1) and shall consist of such number as may be fixed from time
to time by resolution of the Board of Directors or by the stockholders. Any
decrease in the number of directors shall be effective at the time of the next
succeeding annual meeting of the stockholders unless there shall be vacancies in
the Board of Directors, in which case, such decrease may become effective at any
time prior to the next succeeding annual meeting to the extent of the number of
vacancies. All directors shall be at least eighteen years of age. The directors
need not be stockholders.

      Section 3.2. Responsibilities. The general management of the affairs of
the Corporation shall be vested in the Board of Directors, which may delegate to
officers, employees and to committees of one (1) or more directors such powers
and duties as it may from time to time see fit, subject to the limitations
hereinafter set forth, and except as may otherwise be provided by the DGCL. The


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Board of Directors may elect from its own membership a Chairman of the Board of
Directors and a Vice Chairman.

      Section 3.3. Election and Term of Office. Except as otherwise provided by
the DGCL or the Certificate of Incorporation, the directors shall be elected at
each meeting of the shareholders for the election of directors at which a quorum
is present by a plurality of the votes cast at such election. If the election of
directors shall not be held on the day designated by the By-Laws, the directors
shall cause the same to be held as soon thereafter as may be convenient. The
directors chosen at any annual meeting shall hold office except as hereinafter
provided, until the next annual election and until the election and
qualification of their successors.

      Section 3.4. Removal of Directors. Any director may be removed by the
Board of Directors, with or without cause.

      Section 3.5. Filling of Vacancies. Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by the unanimous vote of the
remaining directors, though less than a quorum, or by the stockholders. In case
of any increase in the number of directors, the additional directors may be
elected by the unanimous vote of the directors in office prior to such increase
or by the stockholders. Any person elected to fill a vacancy shall hold office,
subject to the right of removal as hereinbefore provided, until the next annual
election and until the election and qualification of his or her successor.

      Section 3.6. Regular Meetings. The Board of Directors shall hold an annual
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum is
present. Other regular meetings may be held at such times as may be determined
from time to time by the Chairman, the Chief Executive Officer (if a director)
or the Board of Directors.

      Section 3.7. Special Meetings. Special meetings of the Board of Directors
may be called at any time by any director.

      Section 3.8. Notice and Place of Meetings. Meetings of the Board of
Directors may be held at such time and place as shall be determined by the
Chairman, the Chief Executive Officer (if a director) or the Board of Directors
on not less than five (5) Business Days prior written notice to all directors;
provided that no notice of the annual meeting shall be required if held
immediately after the annual meeting of the stockholders and if a quorum is
present. Notice of meeting need not be given to any Director who submits a
waiver of notice before or after the meeting, nor to any director who attends
the meeting without protesting, at the beginning thereof, the lack of notice.

      Section 3.9. Business Transacted at Meetings. All business to be
transacted at any regular or special meeting of the Board of Directors must be
stated in the notice of such meeting, provided that any action approved by all
directors then in office may be taken regardless of the absence of such notice
of such action.

      Section 3.10. Quorum and Manner of Acting. A majority of the entire Board
of Directors shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors, unless
otherwise provided by the DGCL, the Certificate of Incorporation or these


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By-Laws. Whether or not a quorum is present at a meeting of the Board of
Directors, upon request of any director, the Board of Directors shall adjourn
the meeting to such time (but not less than two Business Days after such
adjournment, unless otherwise agreed to by the director requesting such
adjournment) and place as a majority of the directors present at the meeting may
determine without notice other than an announcement at the meeting.

      Section 3.11. Action Without a Meeting. Any action required or permitted
to be taken by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the full Board of Directors or committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the consents thereto in writing by the members of the Board of
Directors or committee shall be filed with the minutes of the proceedings of the
Board or committee.

      Section 3.12. Participation by Telephone. Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or other
communications equipment allowing all persons participating in the meeting to
hear each other. Participation by such means shall constitute the presence of
the person at the meeting.

      Section 3.13. Compensation. The Board of Directors may establish by
resolution adopted by unanimous vote of the full Board of Directors reasonable
compensation for directors for services to the Corporation as a director,
committee member or chairman of any committee and for attendance at each meeting
of the Board of Directors or committee thereof. Nothing herein contained shall
preclude any director from serving the Corporation in any other capacity, as an
officer, agent or otherwise, and receiving compensation therefor.

                                   ARTICLE IV
                                BOARD COMMITTEES

      Section 4.1. General. The Board of Directors may designate one or more
committees, each such committee to consist of such number of Directors as from
time to time may be fixed by the Board of Directors. The Board of Directors may
designate one or more Directors as alternate members of any such committee, who
may replace any absent or disqualified member or members at any meeting of such
committee. Thereafter, members (and alternate members, if any) of each such
committee may be designated at the annual meeting of the Board of Directors or
at any other time. Any such committee may be abolished or re-designated from
time to time by the Board of Directors. Each member (and each alternate member)
of any such committee (whether designated at an annual meeting of the Board of
Directors or to fill a vacancy or otherwise) shall hold office until his or her
successor shall have been designated or until he or she shall cease to be a
Director, or until his or her earlier death, resignation or removal.

      Section 4.2. Notices of Times of Meetings of Committees and Presiding
Officers. Meetings of a committee shall be held upon call of the Chief Executive
Officer, or upon call of the chairman of such committee or two members of such
committee. Meetings of each committee may also be held at such other times as it
may determine. A meeting of a committee shall be held at such place and upon
such notice as shall be determined by the person or persons who call such
meeting. Any such chairman, if present, or such member or members of each
committee as may be designated by the Chief Executive Officer shall preside at


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meetings thereof or, in the event of the absence or disability of any thereof or
failing such designation, the committee shall select from among its members
present a presiding officer. Meetings of any committee may be attended by
Directors who are not members of such committee unless the chairman of such
committee requests otherwise.

      Section 4.3. Powers. Each committee of the Board of Directors shall have
and may exercise such powers of the Board of Directors as shall be specified by
the Board of Directors. An action by any such committee shall, for purposes of
these By-Laws, and otherwise, be deemed to be the same as an action by the Board
of Directors; provided, however, that no committee shall have or exercise any
powers which may not be delegated to a committee under applicable law. Any
committee may be granted by the Board of Directors power to authorize the seal
of the Corporation to be affixed to any or all papers which may require it.

      Section 4.4. Proceedings. Each such committee may fix its own rules of
procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time. Each such committee shall keep minutes of its proceedings and shall report
such proceedings to the Board of Directors at the meeting of the Board of
Directors next following any such proceedings.

      Section 4.5. Quorum and Manner of Acting. At all meetings of any
committee, the presence of members (or alternate members) constituting a
majority of the members then serving on such committee shall constitute a quorum
for the transaction of business. The act of the majority of the members present
at any meeting at which a quorum is present shall be the act of such committee.
Any action required or permitted to be taken at any meeting of any such
committee may be taken without a meeting, if all members of such committee shall
consent to such action in writing and such writing or writings are filed with
the minutes of the proceedings of the committee. Notwithstanding anything to the
contrary set forth in this Section 4.5 or elsewhere in these By-Laws, committees
of two or fewer directors may operate otherwise as determined by the Board of
Directors.

      Section 4.6. Action by Telephonic Communications. Members of any committee
designated by the Board of Directors may participate in a meeting of 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,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

      Section 4.7. Absent or Disqualified Members. In the absence or
disqualification of a member of any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute 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.

      Section 4.8. Resignations. Any member (and any alternate member) of any
committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chairman or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery. Any
resignation from the Board of Directors shall automatically constitute a
resignation from any committee on which such Director may serve.


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      Section 4.9. Removal. Any member (and any alternate member) of any
committee may be removed at any time, either for or without cause, by resolution
adopted by the Board of Directors. Removal of a Director as such shall
automatically constitute removal from any committees on which such Director may
serve.

      Section 4.10. Vacancies. If any vacancy shall occur in any committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the Board of Directors.


                                    ARTICLE V
                                    OFFICERS

      Section 5.1. Officer Positions. The officers of the Corporation shall be a
Chief Executive Officer, President, one or more Vice Presidents, (including,
without limitation, Senior Executive Vice Presidents, Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents, Second Vice Presidents, Assistant Vice
Presidents and Senior Managing Directors, or other positions of equivalent rank)
as the Board of Directors may from time to time determine, a Chief Financial
Officer, a General Counsel, a Secretary, a Treasurer and such other additional
officers as provided in Section 5.2 below, all of whom shall be chosen by and
shall serve at the pleasure of the Board of Directors. Except as otherwise
specified by the Board of Directors, such officers shall have the usual powers
and shall perform all the usual duties incident to their respective offices. All
officers shall be subject to the supervision and direction of the Board of
Directors. Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause.

      Section 5.2. Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
Board of Directors. The Chairman of the Board, the Chief Executive Officer or
the President may appoint additional officers to hold office at the pleasure of
the appointing officer. Such officers may include members of the Chairman's
Staff or the President's Staff, Department Heads or members of the staff of a
Sector or Department Head, who are not elected officers. Such an appointed
officer shall have such powers and duties as may be assigned by the Chairman of
the Board, the Chief Executive Officer or the President or by his or her Sector
or Department Head. The Board of Directors from time to time may delegate to any
other officer or agent the power to appoint any such subordinate officers or
agents and to prescribe their respective rights, terms of office, authorities
and duties. Any such officer or agent may remove any such subordinate officer
appointed by him or her, for or without cause.

      Section 5.3. Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sum and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his or her
duties to the Corporation, including responsibility for negligence and for the
accounting for all property, moneys or securities of the Corporation which may
come into his or her possession.


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                                   ARTICLE VI
                                  CAPITAL STOCK

      Section 6.1. Issue of Certificates of Stock. Certificates of capital stock
shall be in such form as shall be approved by the Board of Directors. They shall
be numbered in the order of their issue, and shall be signed by the Chairman of
the Board, if any, the President or any Vice President (or a comparable
officer), and the Secretary, Assistant Secretary, Treasurer or any Assistant
Treasurer, and the seal of the Corporation or a facsimile thereof shall be
impressed, affixed or reproduced thereon. In case any officer or officers who
shall have signed any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates had not ceased to be such officer or
officers of the Corporation.

      Section 6.2. Registration and Transfer of Shares. The name of each person
owning a share of the capital stock of the Corporation together with the number
of shares held by such person, the numbers of the certificates covering such
shares and the dates of issue of such certificates shall be registered on the
records of the Corporation by the Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in person,
or by their duly authorized attorneys or legal representatives, on surrender and
cancellation of certificates for a like number of shares, accompanied by an
assignment or power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. A record shall be made of each
transfer. The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates for stock.

      Section 6.3. Lost, Destroyed and Mutilated Certificates. The holder of any
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. The Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it and alleged to have been lost, stolen or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond, in such sum not exceeding twice the value of the stock and
with such surety or sureties as they may require, to indemnify it against any
claim that may be made against it by reason of the issue of such new certificate
and against all other liabilities arising therefrom, or may remit such owner to
such remedy or remedies as such owner may have under the laws of the State of
Delaware.

                                   ARTICLE VII
                                 INDEMNIFICATION

      Section 7.1. Nature of Indemnity for Directors and Officers. The
Corporation shall indemnify any person who is or was or has agreed to become a
director or officer of the Corporation and who was, is or may be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of (i) any action alleged to have been
taken or omitted in such capacity, (ii) activities with a non-profit
organization, or pro bono or volunteer services, which services have been


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requested or endorsed by the Corporation or (iii) service at the Corporation's
request with respect to any employee benefit plan. In addition, the Corporation
shall indemnify any person, whether or not such person is or was a director or
officer of the Corporation, who is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise in which the Corporation
has a financial interest, direct or indirect, and who was, is or may be made a
party to any Proceeding by reason of any action alleged to have been taken or
omitted in such capacity.

      Any indemnification of an individual pursuant to this Section 7.1 (unless
ordered by a court) shall be made by the Corporation, unless a determination is
made that the individual failed to act in good faith and in a manner in which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful; provided that, to
the extent that a present or former director or officer of the Corporation or of
another entity covered under this Section 7.1 has been successful on the merits
or otherwise in defense of any Proceeding, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

      Notwithstanding the foregoing, the Corporation shall not be obligated to
indemnify a director or officer of the Corporation or of another entity covered
under this Section 7.1 in respect of a Proceeding (or part thereof) instituted
by such director or officer, unless such Proceeding (or part thereof) has been
authorized by the Board of Directors.

      Section 7.2. Nature of Indemnity for Employees and Agents. The Corporation
may indemnify any person who is or was or has agreed to become an employee or
agent of the Corporation, or who is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise in which the Corporation
has a financial interest, direct or indirect, and who was or is or may be made a
party to a Proceeding by reason of (i) any action alleged to have been taken or
omitted in such capacity, (ii) activities with a non-profit organization, or pro
bono or volunteer services, which services have been requested or endorsed by
the Corporation or (iii) service at the Corporation's request with respect to
any employee benefit plan. Any indemnification of a present or former employee
or agent under this Section 7.2 (unless ordered by a court) may be made by the
Corporation, unless a determination is made that the present or former employee
or agent failed to act in good faith and in a manner in which he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

      Section 7.3. Limitation on Indemnities. In the case of an action or suit
by or in the right of the Corporation to procure a judgment in its favor against
any person described in Sections 7.1 and 7.2 above, (i) such indemnification
shall be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit and
(ii) no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.


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      Section 7.4. Expenses to be Reimbursed. Without limitation, any
indemnification provided by the Corporation pursuant to Section 7.1 shall cover,
or with respect to an indemnification provided pursuant to Section 7.2, may
cover, judgments, fines, court costs, reasonable attorneys' fees and the cost of
reasonable settlements, to the extent such expenses are actually and reasonably
incurred in connection with the Proceeding.

      Section 7.5. Determination that Indemnification is Proper. Any
indemnification of a present or former director or officer of the Corporation or
of another entity under Section 7.1 hereof (unless ordered by a court) shall be
made by the Corporation unless a determination is made that indemnification of
the present or former director or officer is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth in
Section 7.1. Any indemnification of a present or former employee or agent of the
Corporation or of another entity under Section 7.2 hereof (unless ordered by a
court) may be made by the Corporation unless a determination is made that
indemnification of the present or former employee or agent is not proper in the
circumstances because he or she has not met the applicable standard of conduct
set forth in Section 7.2. Any such determination shall be made, with respect to
a person who is a director or officer of the Corporation at the time of such
determination, (1) by a majority vote of the directors of the Corporation who
are not parties to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

      The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.

      Section 7.6. Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer described in Section 6.1 in defending
any Proceeding shall be paid by the Corporation in advance of the final
disposition of such Proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount if it should be determined that
such person is not entitled to be indemnified by the Corporation as authorized
in this Article. Such expenses (including attorneys' fees) incurred by employees
or agents described in Section 7.2 in defending any Proceeding may be so paid
upon such terms and conditions, if any, as the Corporation deems appropriate.
The Board of Directors may authorize the Corporation's counsel to represent any
director, officer, employee or agent in any action, suit or proceeding, whether
or not the Corporation is a party to such action, suit or proceeding.

      Section 7.7. Survival. The foregoing indemnification provisions shall be
deemed to be a contract between the Corporation and each director, officer,
employee and agent who serves in any such covered capacity at any time while
these provisions, as well as the relevant provisions of any applicable law, are
in effect. Any repeal or modification of these provisions or applicable law
shall not affect any right or obligation then existing with respect to any state
of facts then or previously existing or any Proceeding previously or thereafter
brought or threatened based in whole or in part upon any such state of facts.
Rights arising under this Article may not be modified retroactively without the
consent of any affected director, officer, employee or agent or former director,
officer, employee or agent.


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<PAGE>

      Section 7.8. Preservation of Other Rights. The indemnification provided
under this Article VII shall not be deemed exclusive of any other rights to
which any person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      Section 7.9. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was serving or
has agreed to serve 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 such person or on such person's behalf in any capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article VII.

      Section 7.10. Severability. If this Article VII or any portion hereof
shall be invalidated on any ground by any court, then the Corporation shall
nevertheless indemnify each director or officer and may indemnify each employee
or agent of the Corporation as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the
fullest extent permitted by any applicable portion of this Article VII that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

      Section 7.11. Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer pursuant to these By-Laws, or advance
of costs, charges and expenses to a director or officer under Section 7.6 of
these By-Laws, shall be made promptly, and in any event within thirty (30) days,
upon the written request of the director or officer. If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within thirty (30)
days, the right to indemnification or advances as granted by this Article VII
shall be enforceable by the director or officer in a court of law. Such person's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall also
be indemnified by the Corporation. It shall be a defense to any action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 7.6 of these By-Laws where the required undertaking of
repayment, if any, has been received by the Corporation) that the claimant has
not met the standard of conduct requiring indemnification by the Corporation,
but the burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, its independent
legal counsel, and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in Section 7.1 of these By-Laws, nor the fact that there has been an
actual determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.


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<PAGE>

                                  ARTICLE VIII
                                   AMENDMENTS

      Except as otherwise provided in the Certificate of Incorporation, the
Board of Directors shall have the power to make, rescind, alter, amend and
repeal these By-Laws by majority vote of the full Board of Directors.


                                   ARTICLE IX
                               GENERAL PROVISIONS

      Section 9.1. Dividends. Subject to any applicable provisions of law and
the Certificate of Incorporation, dividends upon the shares of the Corporation
may be declared by the Board of Directors at any regular or special meeting of
the Board of Directors and any such dividend may be paid in cash, property, or
shares of the Corporation's capital stock.

      A member of the Board of Directors, or a member of any committee
designated by the Board of Directors shall be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors, or by any other person as to
matters the Director reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation, as to the value and amount of the assets,
liabilities and/or net profits of the Corporation, or any other facts pertinent
to the existence and amount of surplus or other funds from which dividends might
properly be declared and paid.

      Section 9.2. Execution of Instruments. The Chief Executive Officer, the
President, any Vice President (including, without limitation, Senior Executive
Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Second Vice Presidents, Assistant Vice Presidents and Senior
Managing Directors or positions of equivalent rank), the Secretary, any
Assistant Secretary, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation. The Board of Directors, the Chief
Executive Officer or the President may authorize any other officer, employee or
agent to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Corporation. Any such authorization may be general or
limited to specific contracts or instruments.

      Section 9.3. Corporate Indebtedness. No loans or advances shall be made by
the Corporation to others, or contracted on behalf of the Corporation, and no
negotiable paper shall be issued in its name, unless and except as authorized by
the Board of Directors, or a committee thereof, or the Chief Executive Officer.
Any such authorization may be general or confined to specific instances. Any
officer of the Corporation thereunto so authorized may effect loans and advances
by or to the Corporation, and may make, execute and deliver promissory notes,
bonds or other evidences of indebtedness of the Corporation. Any officer of the
Corporation thereunto so authorized may pledge, hypothecate or transfer as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation any and all stocks, bonds, other securities and
other personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same and do every act and thing necessary or
proper in connection therewith.


                                       11
<PAGE>

      Section 9.4. Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors or the Chief Executive Officer, or by such
officers or agents as may be authorized by the Board of Directors or the Chief
Executive Officer to make such determination.

      Section 9.5. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the Board of Directors or the Chief
Executive Officer from time to time may determine.

      Section 9.6. Sale, Transfer, etc. of Securities. Subject to the limitation
contained in these By-Laws, and except as otherwise provided by the Board of
Directors, the Chairman of the Board, the President, the Chief Financial Officer
or any Vice President (including, without limitation, Senior Executive Vice
Presidents, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents,
Second Vice Presidents, Assistant Vice Presidents, Executive Managing Directors
and Senior Managing Directors or positions of equivalent rank), the Treasurer,
the Secretary , an Assistant Treasurer or a Treasury Officer of the Corporation
with the approval in writing of the Treasurer, the Controller, the Auditor, an
Associate Auditor or an Assistant Auditor is hereby authorized to do any and all
things necessary to assign or transfer any stock in any corporation or any
bonds, debentures, notes or other evidences of indebtedness now or hereafter
owned by or standing in the name of the Corporation, and may make, execute and
deliver in the name of and as the act of the Corporation, under its corporate
seal, any and all instruments in writing necessary or proper to carry such
sales, transfers, endorsements and assignments into effect.

      Section 9.7. Voting Upon Stock. Unless otherwise ordered by the Board of
Directors, the President, the Chief Financial Officer, Treasurer or any Vice
President (including, without limitation, Senior Executive Vice Presidents,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Second Vice
Presidents, Assistant Vice Presidents, Executive Managing Directors and Senior
Managing Directors or positions of equivalent rank) shall have full power and
authority on behalf of the Corporation to attend and to act and to vote, or in
the name of the Corporation to execute proxies to vote, at any meeting of
stockholders of any corporation in which the Corporation may hold stock, and at
any such meeting shall possess and may exercise, in person or by proxy, any and
all rights, powers and privileges incident to the ownership of such stock. The
Board of Directors may, from time to time, confer like powers upon any other
person or persons.

      Section 9.8. Notices. Whenever any statute, the Certificate of
Incorporation or these By-Laws require notice to be given to any director or
stockholder, such notice may be given in writing by mail, addressed to such
director or stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid. Such notice shall be deemed to have
been given when it is delivered by hand, when it is deposited in the United
States mail if delivered by mail, or when transmission receipt is confirmed if
delivered by facsimile transmission.

      Section 9.9. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.


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