Exhibit 3.4

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                      WEBSTER PREFERRED CAPITAL CORPORATION

                                   I. OFFICES

          1.1 Registered  Office.  The principal office of the Corporation shall
be located in Waterbury, Connecticut.

          1.2 Other Offices. The Corporation may also have offices at such other
places,  both  within  and  without  the State of  Connecticut,  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                          II. MEETINGS OF SHAREHOLDERS

          2.1  Place of  Meetings.  All  meetings  of the  shareholders  for the
election  of  Directors  shall be held in  Connecticut,  at such place as may be
fixed  from  time to time by the Board of  Directors,  or at such  other  place,
within or without the State of Connecticut,  as shall be designated from time to
time by the Board of  Directors  and stated in the notice of the meeting or in a
duly executed waiver of notice thereof.  Meetings of shareholders  for any other
purpose  may be held at such  time and  place,  within or  without  the State of
Connecticut,  as shall be  stated  in the  notice  of the  meeting  or in a duly
executed waiver of notice thereof.

          2.2 Annual  Meetings.  A meeting of  shareholders  for the election of
Directors and for other  corporate  business shall be held annually at such date
and at such time as the Board of  Directors  may  determine.  Such date and such
time shall be stated in the notice of the meeting or in a duly  executed  waiver
of notice thereof.

          2.3 Special Meetings.  Special meetings of the  shareholders,  for any
purpose  or  purposes,   unless  otherwise  prescribed  by  statute  or  by  the
Certificate of Incorporation,  may be called by the Board of Directors or by the
President,  and shall be called by the President upon the written request of the
holders  of at least ten  percent  of all the votes  entitled  to be cast on any
issue proposed to be considered at the proposed  special  meeting.  Such request
shall include a statement of the purpose or purposes of the proposed meeting and
notice thereof shall be given.  If the President  shall not, within fifteen days
after  receipt  of such  shareholders'  request,  so  call  such  meeting,  such
shareholders may call such meeting.

          2.4  Notice of  Meetings.  Written  notice of the annual  meeting  and
special  meetings,  stating the place,  date and hour of the  meeting,  shall be
given to each  shareholder  entitled to vote at such  meetings,  by leaving such
notice with him at his  residence  or usual place of  business,  or by mailing a
copy  thereof  addressed  to






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him at his last known post office  address as last shown on the stock records of
the  Corporation,  postage  prepaid,  not less than ten nor more than sixty days
before the date of the meeting,  provided that any one or more shareholders,  as
to himself or  themselves,  may waive such notice in writing or by attendance at
the meeting without protest.  Written notice of a special meeting shall be given
to  shareholders  within  thirty  days after the date the  written  request by a
shareholder was delivered to the  Corporation's  Secretary.  Written notice of a
special  meeting of  shareholders  shall  state the place,  date and hour of the
meeting and the purpose or purposes for which the meeting is called. Such notice
shall be deemed given when deposited in the United States mail.

          2.5 Business at Special Meetings.  Business  transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice.

          2.6 List of  Shareholders.  The  officer  who has  charge of the share
transfer books of the Corporation  shall prepare and make, after the record date
for  a  meeting  of  shareholders  has  been  fixed,  a  complete  list  of  the
shareholders entitled to notice of such meeting,  arranged in alphabetical order
and arranged by voting group, and within each voting group by class or series of
shares,  and showing the  address of each  shareholder  and the number of shares
registered  in the  name of each  shareholder.  Such  list  shall be open to the
examination of any shareholder,  during ordinary  business hours,  beginning two
business  days after notice of the meeting is given and  continuing  through the
meeting,  either  at the  principal  office  of the  Corporation  or at a  place
identified  in the meeting in the city where the meeting will be held.  The list
shall also be produced and kept open at the time and place of the meeting during
the whole time thereof,  and may be inspected by any shareholder who is present,
his agent, or attorney. The share transfer book shall be the only evidence as to
who are the  shareholders  entitled to examine the share transfer book, the list
required by this section or the books of the  Corporation,  or to vote in person
or by proxy at any meeting of shareholders.

          2.7 Quorum at Meetings.  Except as otherwise provided by statute or by
the  Certificate  of  Incorporation,  the  holders of a  majority  of the shares
entitled  to vote  thereat,  present in person or  represented  by proxy,  shall
constitute a quorum at all meetings of the  shareholders  for the transaction of
business,  except that when  specified  business is to be voted on by a class or
series voting as a single class, the holders of a majority of the shares of such
class or series shall  constitute a quorum for the transaction of business.  If,
however,  such quorum shall not be present or represented at any such meeting of
the shareholders,  the shareholders entitled to vote thereat,  present in person
or  represented  by proxy,  shall have power to adjourn the meeting from time to
time to another time and place,  without notice other than  announcement  at the
meeting of such other time and place. At the adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days,  or if after the  adjournment  a new record

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date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.

          2.8 Voting and Proxies.  Unless otherwise  provided in the Certificate
of Incorporation, and subject to the provisions of Section 6.4 of these By-Laws,
each shareholder  shall be entitled to one vote on each matter,  in person or by
proxy,  for each share of the  Corporation's  capital  stock having voting power
which is held by such  shareholder.  No proxy shall be voted or acted upon after
eleven months from its date,  unless the proxy provides for a longer  period.  A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled  with an  interest  sufficient  in law to
support an irrevocable power.

          2.9  Required  Vote.  When a  quorum  is  present  at any  meeting  of
shareholders,  all matters shall be determined, adopted and approved by the vote
(which  need not be by  ballot) of the  holders of a majority  of the votes cast
with  respect to the matter,  including,  if  applicable,  the majority of votes
entitled to be cast by each class or series of stock entitled to vote separately
on the  matter,  unless  the  proposed  action  is one upon  which,  by  express
provision of statutes or of the Certificate of  Incorporation,  a different vote
is specified and required, in which case such express provision shall govern and
control the decision of such question.

          2.10  Action  Without a  Meeting.  Unless  otherwise  provided  in the
Certificate of  Incorporation,  any action required to be taken at any annual or
special meeting of shareholders of the  Corporation,  or any action which may be
taken at any  annual  or  special  meeting  of such  shareholders,  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting forth the action so taken, is signed by all of the persons who
would be  entitled  to vote upon such  action at a meeting  at which all  shares
entitled to vote  thereon were  present and voted,  or by their duly  authorized
attorneys.

                                 III. DIRECTORS

          3.1  Powers.  The  business  and affairs of the  Corporation  shall be
managed by or under the direction of the Board of Directors,  which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by  statute  or by the  Certificate  of  Incorporation  or by these  By-Laws
directed or required to be exercised or done by the shareholders.

         3.2 Number and Election. The number of Directors which shall constitute
the whole Board shall be at least three. The Board of Directors may increase the
number of directorships by a concurring vote of Directors  holding a majority of
the  directorships  prior to the vote on the increase.  Subject to the rights of
the  holders  of any  series  of  Preferred  Stock of the  Corporation  to elect
additional directors under specified  circumstances,  only holders of the Common
Stock of the Corporation  will be entitled to vote in the election of directors.
The Directors shall be elected at the annual meeting of the shareholders, except
as provided in Section

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3.3 hereof,  and each Director  elected shall hold office until his successor is
elected and  qualified or until his earlier  resignation  or removal.  Directors
need not be shareholders.

          3.3  Vacancies.  Subject to the rights of the holders of any series of
the Preferred  Stock of the  Corporation  to elect  additional  directors  under
specified  circumstances,  vacancies and newly created  directorships  resulting
from any  increase  in the  authorized  number of  Directors  may be filled by a
majority of the Directors then in office,  although less than a quorum,  or by a
sole remaining Director, and each Director so chosen shall hold office until the
next annual election and until his successor is elected and qualified,  or until
his earlier resignation or removal. If there are no Directors in office, then an
election of Directors may be held in the manner provided by statute.

          3.4 Place of Meetings.  The Board of Directors of the  Corporation may
hold meetings,  both regular and special,  either within or without the State of
Connecticut.

          3.5 Regular Meeting. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.

          3.6 Special  Meetings.  Special meetings of the Board may be called by
the  President  with at least  twelve  hours  notice  to each  Director,  either
personally or by telephone,  facsimile,  mail or other equivalent means,  unless
such notice has been waived.  Special  meetings shall be called by the President
or  Secretary  in like  manner  and on like  notice on the  written  request  of
one-third of the total number of Directors.

          3.7 Quorum  and Vote at  Meetings.  At all  meetings  of the Board,  a
majority of the total  number of  Directors  shall  constitute  a quorum for the
transaction of business.  The vote of a majority of the Directors present at any
meeting at which there is a quorum  shall be the act of the Board of  Directors,
except  as  may  be  otherwise  specifically  provided  by  statute  or  by  the
Certificate of Incorporation.  The directors present at a duly organized meeting
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
withdrawal  or departure of enough  directors to leave less than a quorum.  If a
quorum  shall not be  present  at any  meeting  of the Board of  Directors,  the
Directors  present  thereat may  adjourn the meeting to another  time and place,
without  notice  other than  announcement  at the meeting of such other time and
place.

          3.8  Telephone  Meetings.  Members  of the Board of  Directors  or any
Committee  designated by the Board may participate in a meeting of such Board or
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

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participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.

          3.9  Action  Without  Meeting.  Unless  otherwise  restricted  by  the
Certificate of Incorporation or these By-Laws,  any action required or permitted
to be taken at any meeting of the Board of Directors or of any Committee thereof
may be taken without a meeting, if all members of the Board or Committee, as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or Committee.

          3.10 Committees of Directors. The Board of Directors may by resolution
passed by a majority of the whole Board, designate one or more Committees,  each
Committee  to consist of two or more of the  Directors of the  Corporation.  The
Board of Directors may designate one or more  Directors as alternate  members of
any Committee,  who may replace any absent or disqualified member at any meeting
of the Committee.  Any such Committee,  to the extent provided in the resolution
of the Board of  Directors,  shall  have and may  exercise  all the  powers  and
authority  of the Board of  Directors  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; but no such Committee shall have the
power or authority in reference to amending the  Certificate  of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
shareholders  the sale,  lease or  exchange of all or  substantially  all of the
Corporation's   property  and  assets,   recommending  to  the   shareholders  a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the  Corporation;  and, unless  otherwise  expressly  provided in the
resolution,  no such  Committee  shall have the power or  authority to declare a
dividend,  to authorize  the  issuance of stock,  or to adopt a  certificate  of
ownership and merger. Such Committee or Committees shall have such name or names
as may be  determined  from time to time by  resolution  adopted by the Board of
Directors.  Unless  otherwise  specified  in  the  resolution  of the  Board  of
Directors  designating the Committee,  at all meetings of each such Committee of
directors,  a majority  of the total  number of members of the  Committee  shall
constitute a quorum for the transaction of business,  and the vote of a majority
of the  members  of the  Committee  present at any  meeting at which  there is a
quorum  shall be the act of the  Committee.  Each  Committee  shall keep regular
minutes of its  meetings  and report  the same to the Board of  Directors,  when
required.

          3.11  Compensation of Directors.  Unless  otherwise  restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority to
fix the compensation of Directors.  The Directors may be paid their expenses, if
any, of  attendance  at each meeting of the Board of Directors and may be paid a
fixed sum for  attendance  at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation  therefor.  Members


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of special or standing  Committees may be paid like  compensation  for attending
Committee meetings.

          3.12  Removal.  Subject to the rights of the  holders of any series of
Preferred Stock to elect additional directors under specified circumstances,  at
a meeting of shareholders called expressly for that purpose, any Director may be
removed  with or without  cause by a vote of the  holders  of a majority  of the
shares then entitled to vote at an election of Directors.

                             IV. NOTICES OF MEETINGS

          4.1 Waivers of Notice.  Whenever  the giving of any notice is required
by statute, the Certificate of Incorporation or these By-Laws, a waiver thereof,
in writing,  signed by the person or persons  entitled to said  notice,  whether
before or after the event as to which such notice is  required,  shall be deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a 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.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular  or  special  meeting  of the  shareholders,  Directors  or members of a
Committee of Directors need be specified in any written waiver of notice, unless
so required by the Certificate of Incorporation, by statute or by these By-Laws.

                                  V. OFFICERS.

          5.1 Positions.  The officers of the  Corporation  shall be a President
and a Secretary,  and such other officers as the Board of Directors may appoint,
including a Chairman of the Board, a Treasurer and one or more Vice  Presidents,
Assistant Secretaries and Assistant  Treasurers,  who shall exercise such powers
and perform such duties as shall be  determined  from time to time by the Board.
Any number of offices may be held by the same person,  unless the Certificate of
Incorporation or these By-Laws otherwise provide; provided,  however, that in no
event shall the President and the Secretary be the same person.

          5.2  Appointment.  The officers of the Corporation  shall be chosen by
the Board of  Directors  at its first  meeting  after  each  annual  meeting  of
shareholders.

          5.3 Compensation.  The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

          5.4 Term of Office.  The officers of the Corporation shall hold office
until their successors are chosen and qualify or until their earlier resignation
or  removal.  Any  officer  may  resign at any time upon  written  notice to the
Corporation.  Any officer  elected or appointed by the Board of Directors may be
removed  at any  time,  with or  without  cause,  by the  affirmative  vote of a
majority of the Board of Directors

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or by action of any authorized  officer.  Any vacancy occurring in any office of
the Corporation shall be filled by the Board of Directors.

          5.5 Fidelity Bonds.  The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.

          5.6 President.  The President shall be the Chief Executive  Officer of
the Corporation,  shall be ex officio a member of all standing committees, shall
have general and active  management  of the business of the  Corporation,  shall
ensure that all orders and  resolutions  of the Board of  Directors  are carried
into effect,  and, unless  otherwise  provided by the Board of Directors,  shall
preside at all  meetings of the  shareholders  and the Board of  Directors.  The
President shall execute bonds,  mortgages and other contracts  requiring a seal,
under the seal of the Corporation,  except where required or permitted by law to
be otherwise  signed and  executed  and except  where the signing and  execution
thereof  shall be  expressly  delegated  by the Board of Directors to some other
officer or agent of the Corporation.

          5.7 Vice President. In the absence of the President or in the event of
the President's inability or refusal to act, the Vice President (or in the event
there  be more  than one  Vice  President,  the  Vice  Presidents  in the  order
designated,  or in the  absence of any  designation,  then in the order of their
election)  shall perform the duties of the  President,  and when so acting shall
have all the  powers  of,  and be  subject  to all the  restrictions  upon,  the
President.  The Vice  Presidents  shall  perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

          5.8 Chairman of the Board.  If the Directors  shall appoint a Chairman
of the Board, the Chairman shall,  when present,  preside at all meetings of the
Board of  Directors  and shall  perform  such  other  duties and have such other
powers as may be vested in the Chairman by the Board of Directors.

          5.9 Secretary. The Secretary shall attend all meetings of the Board of
Directors  and all  meetings  of the  shareholders,  and  shall  record  all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that  purpose,  and  shall  perform  like  duties  for the
standing  committees,  when required.  The Secretary  shall give, or cause to be
given,  notice of all meetings of the  shareholders  and special meetings of the
Board of Directors,  and shall perform such other duties as may be prescribed by
the  Board  of  Directors  or by the  President,  under  whose  supervision  the
Secretary  shall be. The Secretary  shall have custody of the corporate  seal of
the  Corporation,  and the  Secretary,  or an  Assistant  Secretary,  shall have
authority to affix the same to any instrument  requiring it, and when so affixed
it may be attested by the signature of the Secretary or by the signature of such
Assistant  Secretary.  The Board of Directors may give general  authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
such  officer's  signature.  The  Secretary or an Assistant

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Secretary may also attest all  instruments  signed by the chairman of the board,
the President or any Vice President.

          5.10 Assistant Secretary. The Assistant Secretary, or if there be more
than one, the  Assistant  Secretaries  in the order  determined  by the Board of
Directors (or if there shall have been no such determination,  then in the order
of their  election),  shall,  in the absence of the Secretary or in the event of
the Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

          5.11 Treasurer.

          5.11.1 Duties.  The Treasurer  shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements  in books  belonging  to the  Corporation,  and shall  deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation in such depositories as may be designated by the Board of Directors.
The  Treasurer  shall  disburse the funds of the  Corporation  as ordered by the
Board of Directors,  taking proper  vouchers for such  disbursements,  and shall
render to the President,  and to the Board of Directors at its regular meetings,
or when the Board of Directors so requires,  an account of all  transactions  as
Treasurer and of the financial condition of the Corporation.

          5.11.2  Bond.  If required by the Board of  Directors,  the  Treasurer
shall give the  Corporation  a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful  performance
of the  duties  of  the  Treasurer's  office  and  for  the  restoration  to the
Corporation,  in case  of the  Treasurer's  death,  resignation,  retirement  or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind, in the Treasurer's  possession or under the  Treasurer's  control
and belonging to the Corporation.

          5.12 Assistant Treasurer.  The Assistant Treasurer,  or if there shall
be more than one, the Assistant  Treasurers in the order determined by the Board
of  Directors  (or if there shall have been no such  determination,  then in the
order of their election), shall, in the absence of the Treasurer or in the event
of the Treasurer's  inability or refusal to act, perform the duties and exercise
the powers of the  Treasurer,  and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                                VI. CAPITAL STOCK

          6.1  Certificates  of Stock.  The shares of the  Corporation  shall be
represented by  Certificates.  Every holder of stock shall be entitled to have a
certificate signed by, or in the name of the Corporation by the Chairman or Vice
Chairman of the Board of Directors,  or the President or Vice President,  and by


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the  Treasurer  and/or  Assistant  Treasurer,  or the  Secretary or an Assistant
Secretary of such Corporation  representing  the number of shares  registered in
certificate  form.  Any or all of the  signatures  on the  certificate  may be a
facsimile.  In case any officer,  transfer agent or registrar whose signature or
facsimile  signature  appears  on a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  Corporation  with the same  effect as if such person were such
officer, transfer agent or registrar at the date of issue.

          6.2  Lost  Certificates.  The  Board  of  Directors  may  direct a new
certificate or certificates of stock to be issued in place of any certificate or
certificates  theretofore  issued by the  Corporation  and  alleged to have been
lost,  stolen or destroyed,  upon the making of an affidavit of that fact by the
person  claiming  that  the  certificate  of  stock  has been  lost,  stolen  or
destroyed.  When authorizing such issuance of a new certificate or certificates,
the Board of Directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require  the owner of such  lost,  stolen or  destroyed
certificate or certificates, or such owner's legal representative,  to advertise
the  same  in such  manner  as the  Board  shall  require  and/or  to  give  the
Corporation  a bond, in such sum as the Board may direct,  as indemnity  against
any claim that may be made against the Corporation on account of the certificate
alleged to have been lost,  stolen or destroyed or on account of the issuance of
such new certificate.

          6.3 Transfers.  The transfer of stock and certificates  that represent
the  stock  shall be  effected  in  accordance  with  the  laws of the  State of
Connecticut.  Any  restriction  on the  transfer  of a  security  imposed by the
Corporation shall be noted conspicuously or referred to on the security.

         6.4 Fixing Record Date. In order that the Corporation may determine the
shareholders  entitled to notice of, or to vote at, any meeting of  shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than  seventy nor less than ten days before the date of
such meeting, nor more than seventy days prior to any other action. If no record
date is fixed for the determination of shareholders  entitled to notice of or to
vote  at  a  meeting  or  of  shareholders  entitled  to  receive  payment  of a
distribution,  the date on which  notice of the meeting is mailed or the date on
which the resolution of the Board of Directors  declaring such  distribution  is
adopted,  as the case may be, shall be the record date for such determination of
shareholders.  A determination  of shareholders of record entitled to notice of,
or to vote at, a meeting of  shareholders  shall apply to any adjournment of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned  meeting.  The Board of


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Directors shall fix a new record date if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

          6.5  Registered  Shareholders.  The  Corporation  shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive dividends, to receive notifications, to vote as such owner,
and to exercise all the rights and powers of an owner; and the Corporation shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Connecticut.

                                 VII. INSURANCE

          The  Corporation  may purchase and maintain  insurance on behalf of an
individual who is a director,  officer, employee or agent of the Corporation, or
who, while a director, officer, employee or agent of the Corporation,  serves at
the Corporation's request as a director,  officer, partner, trustee, employee or
agent of another domestic or foreign  corporation,  partnership,  joint venture,
trust, employee benefit plan or other entity, against liability asserted against
or incurred by such person in that capacity or arising from that person's status
as a director,  officer, employee or agent, whether or not the Corporation would
have the power to indemnify or advance  expenses to such person against the same
liability under the Connecticut Business Corporation Act, as amended.

                            VIII. GENERAL PROVISIONS

          8.1 Dividends.  Dividends  upon the capital stock of the  Corporation,
subject to the provisions of the  Certificate of  Incorporation  and the laws of
the State of  Connecticut,  may be  declared  by the Board of  Directors  at any
regular or special meeting.  Dividends may be in cash, in property, or in shares
of the Corporation's  capital stock,  subject to the provisions,  if any, of the
Certificate of Incorporation.

          8.2 Reserves.  The Directors of the Corporation may set apart,  out of
the funds of the Corporation available for dividends,  a reserve or reserves for
any proper purpose and may abolish any such reserve.

          8.3  Execution  of  Instruments.  All checks or demands  for money and
notes of the  Corporation  shall be signed by such  officer or  officers or such
other  person  or  persons  as the  Board of  Directors  may  from  time to time
designate.

          8.4 Fiscal Year. The fiscal year of the Corporation  shall be fixed by
resolution of the Board of Directors.

          8.5 Seal. The corporate seal shall have inscribed  thereon the name of
the  Corporation,  the year of its  organization  and the words "Corporate Seal,


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 Connecticut." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

          8.6 Execution of Instruments. All deeds, leases, transfers, contracts,
bonds,  notes and other obligations to be entered into by the Corporation in the
ordinary  course of its  business  without  Board of  Directors'  action  may be
executed  on  behalf  of the  Corporation  by the  Chairman  of the  Board,  the
President,  the  Treasurer  or any  other  officer,  employee  or  agent  of the
Corporation,  as the Board of  Directors  may  authorize  by general or specific
vote.

          8.7 Voting of  Securities.  The Chairman of the Board,  the President,
the Treasurer or any other officer, employer or agent of the Corporation, as the
Board of Directors may authorize by general or specific  vote,  may waive notice
of and act on behalf of the Corporation, or appoint another person or persons to
waive notice of and act as proxy or attorney in fact for the Corporation with or
without  discretionary  power  and/or  power of  substitution  at any meeting of
stockholders or shareholders of any other organization,  any securities of which
are held by the Corporation.

                                 IX. AMENDMENTS

          These By-Laws may be altered,  amended or repealed and new by-laws may
be  adopted  by the vote of a  majority  of the  Board of  Directors,  except as
otherwise required by statute, by the Certificate of Incorporation,  or by these
By-Laws.


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