AMENDED AND RESTATED BYLAWS
                                       OF
                              METRIS COMPANIES INC.


                                    ARTICLE I
                                     OFFICES

         The corporation may have such offices and places of business, within or
without the State of Delaware,  at such  locations as the Board of Directors may
from time to time designate, or the business of the corporation may require.


                                   ARTICLE II
                                  STOCKHOLDERS

         Section 1.  Annual  Meeting.  (a) The  corporation  shall hold  regular
annual meetings of the corporation's stockholders for the election of directors.
The time and  place of any such  meetings  shall be  determined  by the Board of
Directors and communicated to the stockholders according to the requirements set
forth herein.  Subject to paragraph  (b) of this Section 1, which  paragraph (b)
shall be deemed valid on and after June 1, 1998 and before such date deemed null
and void, any other proper business may be conducted at an annual meeting.

         (b) At an annual meeting of  stockholders,  only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual  meeting,  business must be (A) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors;  (B) otherwise  properly  brought  before the meeting by or at the
direction of the Board of Directors;  or (C) 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  delivered  to and  received  at  the  principal
executive offices of the Corporation not less than forty-five (45) calendar days
in advance of the mailing date specified in the  Corporation's  proxy  statement
released to  stockholders  in connection with the previous year's annual meeting
of stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual  meeting has been changed by
more  than  thirty  (30)  days  from  the date  contemplated  at the time of the
previous year's proxy statement,  notice by the stockholder to be timely must be
received  not later than the close of business on the later of  forty-five  (45)
calendar days in advance of such meeting or ten (10) calendar days following the
date on which  public  announcement  of the date of the meeting is first made. A
stockholder's  notice  to the  Secretary  shall  set  forth  as to each  item of
business  the  stockholder  proposes  to bring  before the  meeting  (1) a brief
description  of such item and the reasons for  conducting  such  business at the
meeting; (2) the name and address, as they appear on the Corporation's  records,
of the stockholder  proposing such business;  (3) the class and number of shares
of stock of the Corporation which are beneficially owned by the stockholder (for
the  purposes of the  regulations  under  Sections  13 and 14 of the  Securities
Exchange  Act of  1934,  as  amended);  and (4)  any  material  interest  of the
stockholder  in such  business.  No business  shall be  conducted  at any annual
meeting  except in accordance  with the  procedures  set forth in this paragraph
(b).  The  Chairman  of the  meeting  at which any  business  is  proposed  by a
stockholder  shall,  as the facts warrant,  determine and declare to the meeting
that such  business was not properly  brought  before the meeting in  accordance
with the provisions of this paragraph (b), and, in such event,  the business not
properly brought before the meeting shall not be transacted.

         Section 2. Place of Meeting.  All meetings of the stockholders
shall be held at the offices of the corporation or such other place as may be
designated by the Board of Directors.

         Section 3. Special  Meetings.  Special meetings of the stockholders may
be called for any purpose or purposes at any time by the  President,  a majority
of the entire  Board of  Directors  or by a committee  of the Board of Directors
specifically  authorized  to call such  meetings.  The business  transacted at a
special meeting of stockholders  shall be limited to the purpose or purposes for
which such  meeting is called,  except as otherwise  determined  by the Board of
Directors or the chairman of the meeting.

         Section  4.  Consent  of  Stockholders  in Lieu of  Meeting.  Except as
otherwise  provided by law or by the  Certificate of  Incorporation,  any action
required to be taken, or which may be taken, at any meeting of stockholders  may
be taken  without a  meeting,  without  prior  notice and  without a vote,  if a
consent in writing,  setting  forth the action so taken,  shall be signed by the
holders  of at least 80% of the shares of  outstanding  stock  entitled  to vote
thereon,  provided  that  prompt  notice of the taking of the  corporate  action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

         Section 5. Voting by Ballot.  Unless otherwise  provided by law, voting
on any question or in any election may be by voice unless the presiding  officer
shall order, or any stockholder shall demand, that voting be by secret ballot.

         Section 6. Notice of  Meeting.  Written or printed  notice  stating the
place,  date,  hour and purpose or  purposes of any meeting of the  stockholders
shall be sent or given to each  stockholder  entitled  to vote at such  meeting.
Notice of each meeting of  stockholders  shall be in such form as is approved by
the Board of  Directors  and shall state the  purpose or purposes  for which the
meeting is called,  the date and time when and the place where it is to be held,
and shall be  delivered  personally  or mailed not more than sixty (60) days and
not less than ten (10) days before the day of the meeting.  Notice may be waived
before, during or after any meeting by any stockholder.  The waiver may be oral,
written or by attendance at the meeting; provided, however, that attendance at a
meeting will not  constitute a waiver of notice if the  stockholder  attends the
meeting for the purpose of objecting  to the meeting  itself or, at the meeting,
objects to the consideration of a particular item prior to the voting thereon.

         Section  7.  Quorum.  Except  as  otherwise  provided  by  law  or  the
Certificate of Incorporation,  (a) prior to June 1, 1998 the holders of not less
than a majority  of the  outstanding  shares  entitled to vote,  represented  in
person or by proxy,  shall  constitute a quorum for the transaction of business;
and (b) on or after June 1, 1998 the holders of not less than  one-third  of the
outstanding  shares entitled to vote,  represented in person or by proxy,  shall
constitute a quorum for the transaction of business;  provided, however, that in
the event of an election  contest  subject to Rule 14a-11  under the  Securities
Exchange  Act of 1934,  the  holders of a  majority  of the  outstanding  shares
entitled to vote shall constitute a quorum unless  otherwise  provided by law or
the Certificate of Incorporation.  In the absence of a quorum,  the holders of a
majority of the shares  represented  at the meeting may adjourn the meeting from
time to time  without  further  notice  except as provided in Section 11 of this
Article.

         Section 8. Record  Date.  For the purpose of  determining  stockholders
entitled  to notice of, or to vote at, any meeting of the  stockholders,  or any
adjournment thereof, the Board of Directors may fix in advance a date, such date
being not less than 10 days nor more than 60 days immediately preceding the date
on which the particular  action requiring such  determination of stockholders is
to be taken.  For the purpose of  determining  stockholders  entitled to receive
payment of any  dividend or other  distribution  or  allotment  of any rights or
stockholders  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 a record date,  which date shall not precede the
date upon which the resolution fixing such date is adopted and which record date
shall  not  be  more  than  sixty  days   preceding  the  action  to  be  taken.
Notwithstanding the foregoing,  the Board of Directors shall set record dates in
such manner as to ensure that the Company  shall make such notices to the market
of  such  record  dates  as  may  be  required  by  applicable  law.  Only  such
stockholders  as shall be  stockholders  of record on the date so fixed shall be
entitled to notice of, and to vote at, such  meeting,  or to receive  payment of
such  dividend,  or to receive  such  allotment of rights,  or to exercise  such
rights,  as the case may be,  notwithstanding  any  transfer of any stock on the
books of the corporation after any such record is fixed as aforesaid.

         Section  9.  Voting of  Shares.  Except as  otherwise  provided  by the
Certificates  of Designation of the Series B Perpetual  Preferred  Stock and the
Series C Perpetual  Convertible  Preferred Stock,  each stockholder of record or
the  stockholder's  legal  proxy  shall be  entitled to one vote for each voting
share  standing in the  stockholder's  name as reflected  on the stock  transfer
books of the  corporation  as of the record  date.  If a quorum is present,  the
affirmative  vote of the majority of the shares  represented  at the meeting may
decide any question  properly  before the  meeting,  and shall be the act of the
stockholders  unless the vote of a greater  number of shares is required by law,
the Certificate of Incorporation or these Bylaws.

         Section 10. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy  executed in writing by the  stockholder  or by the  stockholder's
duly authorized  attorney-in-fact.  Such proxy shall be filed with an officer of
the corporation or with the duly authorized transfer agent of the corporation at
or  before  the time of the  meeting.  A proxy  shall be  valid  for the  period
specified in the proxy or, if no expiration date is provided in the proxy, for a
period  not to exceed  three  years  from the date of its  execution.  A proxy's
authority  shall not be revoked by the death or  incapacity of the maker unless,
before  the vote is cast and the  authority  exercised,  written  notice of such
death or incapacity is given to the corporation.

         Section  11.  Adjournment.  If  any  meeting  of  the  stockholders  be
adjourned to another time or place, no notice as to such adjourned  meeting need
be  given  other  than  by  announcement  at the  meeting,  at the  time  of its
adjournment.


                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 1. Board of Directors.  The business and affairs of the
corporation shall be managed by, or under the direction of, its Board of
Directors.  The members of the Board of Directors need not be stockholders.
Directors shall possess all qualifications required of them pursuant to the
Certificate of Incorporation.

         Section  2.  Number and  Tenure.  (a) The  number of  directors  of the
corporation  shall be as determined from time to time by resolution of the Board
of Directors,  subject to the provisions of the  Certificate  of  Incorporation.
Each director elected by the  stockholders,  and each director elected to fill a
vacancy  or newly  created  directorship,  shall  serve  until the next  regular
stockholder  meeting and until his or her  successor  is elected and  qualified.
Upon the occurrence of the Threshold Time (as defined in Article VII,  Section 1
of the Certificate of  Incorporation),  the directors of the Corporation,  other
than those who may be elected  pursuant to the terms of any series of  Preferred
Stock,  shall be  classified,  with respect to the time for which they severally
hold office,  into three classes,  designated Classes I, II and III, which shall
be nearly as equal as  possible.  Class I shall  consist  of two (2)  directors,
Class II shall consist of two (2) directors and Class III shall consist of three
(3) directors.  The membership of each class shall be determined by the Board of
Directors.  Directors  of Class I shall  serve for a term  which  expires at the
first  annual  meeting  of  stockholders  to be held after the  Threshold  Time.
Directors of Class II shall serve for a term which  expires at the second annual
meeting of stockholders to be held after the Threshold Time.  Directors of Class
III  shall  serve  for a term  which  expires  at the third  annual  meeting  of
stockholders  to be held after the  Threshold  Time. At each  succeeding  annual
meeting of stockholders  following such initial  classification,  the respective
successors of each class shall be elected for three year terms.  Notwithstanding
the foregoing, a director's term shall expire on his or her death,  resignation,
removal or disqualification.

         (b) Only persons who are  nominated in accordance  with the  procedures
set forth in this  paragraph  (b) shall be eligible for  election as  directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of  stockholders by or at the direction of the Board of
Directors  or by any  stockholder  of the  Corporation  entitled  to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this  paragraph (b). Such  nominations,  other than 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 in accordance with the provisions
for timeliness  contained in Article II, Section 1(b) above. Such  stockholders'
notice  shall  set  forth as to each  nominee  for  election  or  reelection  as
director:  (1) the name,  age,  business  address and residence  address of such
person; (2) the principal occupation or employment of such person; (3) the class
and number of shares of stock of the Corporation which are beneficially owned by
such person (for the purposes of the regulations under Sections 13 and 14 of the
Securities  Exchange  Act of 1934,  as amended);  and (4) any other  information
relating to such person that would be required to be disclosed in  solicitations
or proxies for the  election  of such  person as a director  of the  Corporation
pursuant to  Registration  14A under the  Securities  Exchange  Act of 1934,  as
amended, and such person's written consent to being named in any proxy statement
as a nominee and to serving as a director,  if elected. The notice must also set
forth as to the stockholder submitting the nomination: (1) the name and address,
as they  appear on the  Corporation's  records;  and (2) the class and number of
shares  of  stock  of the  Corporation  which  are  beneficially  owned  by such
stockholder,  determined  in the same manner as  ownership is  determined  for a
nominee.  At the request of the Board of Directors,  any person nominated by the
Board of Directors  for election as a director  shall  furnish to the  Secretary
that  information  required  to  be  set  forth  in a  stockholder's  notice  of
nomination which pertains to the nominee. The Chairman of the meeting at which a
stockholder  nomination is presented shall, if the facts warrant,  determine and
declare to the meeting that such  nomination was not made in accordance with the
procedures  prescribed by this paragraph (b), and, in which event, the defective
nomination shall be disregarded.

         Section 3.  Vacancies.  (a) Except as provided in paragraph  (b) below,
any vacancy occurring on the Board of Directors by reason of death, resignation,
removal or disqualification may be filled by the unanimous vote of the remaining
directors,  even though less than a quorum,  at any regular or special  meeting.
Except as provided in paragraph  (b) below,  vacancies on the Board of Directors
resulting from newly created  directorships  may be filled only by the unanimous
vote of the directors serving at the time of the increase.

         (b) In the event a vacancy  occurs on the Board of  Directors by reason
of death,  resignation,  removal or disqualification of a director elected by or
appointed  upon the  recommendation  of the  holders of the  Series C  Perpetual
Convertible  Preferred  Stock (a "Series C Director"),  the  remaining  Series C
Directors,  if any, shall elect a new director to fill such vacancy. If no other
Series C Directors are serving at the time of the death, resignation, removal or
disqualification  of a Series C Director,  the holders of the Series C Perpetual
Convertible  Preferred Stock shall elect a new director to fill such vacancy. If
one or more new directorships are created in connection with the issuance of the
Series C Perpetual  Convertible Preferred Stock, each such new director shall be
appointed  by the  unanimous  vote of the  directors  then in  office  upon  the
recommendation  of  the  holders  of  a  majority  of  the  Series  C  Perpetual
Convertible Preferred Stock.

         Section 4. Resignations.  Any director may resign at any time by giving
written  notice to the  chairman of the Board,  if any, or to the  president  or
secretary,  if any, of the corporation.  Unless a later date is specified in the
notice as the effective date of  resignation,  resignation  shall take effect on
the date of receipt of the written notice by the  corporation.  Unless otherwise
specified in such notice,  acceptance of the resignation  shall not be necessary
to make it effective.

         Section 5. Regular and Annual Meetings. The Board of Directors may hold
regular  meetings on an annual or other periodic basis.  Except as may otherwise
be provided in a resolution of the Board of Directors,  or in any notice of such
meeting if the Board of  Directors  has  failed to act on the issue,  the annual
meeting of the Board shall be held  immediately  following the annual meeting of
the stockholders, and regularly scheduled meetings may be held without notice at
such time and place as may be provided by  resolution of the Board of Directors.
Notwithstanding the foregoing,  the failure of the corporation to hold an annual
or other  regularly  scheduled  meeting  shall  not  affect  the  status  of the
directors  or  officers,  or the status of the  corporation  to  continue  as an
operating  entity,   unless  the  Board  of  Directors   provides  otherwise  by
resolution.

         Section 6. Special Meetings.   Special meetings of the Board of
Directors may be called by the president of the corporation, the chairman of the
Board of Directors, if the Board has elected one of its members to act as its
chairman, or by resolution of the Board of Directors.

         Section 7. Notice of Special Meetings. The secretary,  or in his or her
absence any other officer of the corporation, shall give each director notice of
the time and place of holding of special  meetings of the Board of  Directors by
mail at least five days  before the  meeting,  or by  telephone,  electronic  or
facsimile  transmission  or personal  service given at least 24 hours before the
meeting. A director may waive notice of any meeting before,  during or after the
meeting, and the waiver may be written, oral or by attendance. The attendance of
a director at any meeting and participation therein shall constitute a waiver of
notice of such  meeting  unless a director  attends such meeting for the express
purpose of objecting to the  transaction of any business  because the meeting is
not  lawfully  called  or  convened,  and  such  director  does  not  thereafter
participate  in the meeting.  Neither the business to be transacted  at, nor the
purpose of, any special  meeting of the Board of Directors  need be specified in
the notice or waiver of notice for such  meeting.  No notice need be provided of
any meeting which is adjourned and later  reconvened  other than by announcement
at the meeting at which adjournment is taken.

         Section 8. Place of Meetings;  Meetings by  Telephone.  Meetings of the
Board shall be at the principal office of the corporation or at such other place
as the directors may from time to time determine.  A meeting of the Board may be
held by any means of communication through which all person participating in the
meeting may simultaneously hear and converse with each other during the meeting,
including by means of conference telephone or similar communications  equipment.
Participation in a meeting by any such means  constitutes  presence in person at
the meeting.

         Section 9.  Quorum.  At all  meetings  of the Board,  a majority of the
directors shall  constitute a quorum for the transaction of business;  provided,
however,  that if less than all of the directors are present at said meeting,  a
majority of the  directors  present  may  adjourn the meeting  from time to time
without  notice  other  than  an  announcement  at  the  meeting  at  which  the
adjournment is taken.

         Section  10. Act of Board.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors,  unless  otherwise  provided by the Bylaws,  by the Certificate of
Incorporation or by law.

         Section  11.  Absent  Director.  A director  may give  advance  written
consent or  opposition  to a proposal  to be acted on at a Board  meeting.  If a
director is not present at the meeting, consent or opposition to a proposal does
not constitute  presence for purposes of determining  the existence of a quorum,
but consent or opposition  shall be counted as a vote in favor of or against the
proposal  and shall be entered in the  minutes or other  record of action at the
meeting,  if the proposal acted on at the meeting is  substantially  the same or
has  substantially  the same effect as the  proposal to which the  director  has
consented or objected.

         Section 12. Action without Meeting. Except as otherwise provided by law
or by the Certificate of  Incorporation,  any action which is required or may be
taken at a meeting of the Board of Directors  or any  committee of the Board may
be taken  without a meeting  if a consent  in writing  (including  a  telecopied
transmission), setting forth the action so taken, is signed by a majority of all
the directors or members of the  committee  entitled to vote with respect to the
subject matter thereof,  except as to matters that require stockholder approval,
in which case a consent in writing shall be signed by all of the directors. Such
written action shall be effective on the date when signed by the required number
of directors or committee  members,  or such other  effective  date as set forth
therein.  When written  action is taken by less than all of the  directors,  all
directors shall be notified  immediately of its text and effective date. Failure
to provide the notice,  however,  shall not  invalidate  the written  action.  A
director  who does not sign or  consent  to the  written  action  shall  have no
liability for the action or actions taken thereby.

         Section 13. Committees.  The Board of Directors may, by the affirmative
vote of a majority of the number of  directors,  designate  two or more of their
number to constitute an executive committee,  which, to the extent determined by
the Board and allowed by law, shall have and exercise the authority of the Board
in the management of the business of the corporation,  subject to the provisions
of the Certificate of Incorporation.  Such executive committee shall act only in
the interval  between meetings of the Board and shall be subject at all times to
the control and direction of the Board.

         The Board of Directors  may, by the  affirmative  vote of a majority of
the number of directors,  also appoint one or more natural  persons who need not
be Board members to serve on such other  committees as the Board may  determine.
Such other  committees  shall have such  powers and duties as shall from time to
time be prescribed by the Board.  Such other  committees shall be subject at all
times to the control and direction of the Board.

         A majority of the members of any committee constitutes a quorum for the
transaction  of business.  All committees  shall keep accurate  minutes of their
meetings,  which minutes shall be made available upon request to members of that
committee and to any director.

         Section 14. Chairman of the Board. The directors may elect one of their
members to serve as the chairman of the Board of Directors.  The chairman  shall
be subject to the control of, and may be removed by, the Board of Directors.  He
or she shall  perform  such  duties as may from time to time be  assigned by the
Board.

         Section 15. Reliance upon Records.  Every director, and every member of
any committee of the Board of Directors, shall, in the performance of his or her
duties,  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 or member
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, including, but not limited to, such records, information, opinions,
reports  or  statements  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,  or with which the  corporation's  capital  stock
might properly be purchased or redeemed.

         Section  16.  Interested  Directors.  A  director  who is  directly  or
indirectly a party to a contract or transaction  with the  corporation,  or is a
director  or officer of or has a financial  interest  in any other  corporation,
partnership, association or other organization which is a party to a contract or
transaction with the corporation, may be counted in determining whether a quorum
is present at any meeting of the Board of  Directors  or a committee  thereof at
which such  contract  or  transaction  is  considered  or  authorized,  and such
director may participate in such meeting and vote on such  authorization  to the
extent  permitted by applicable  law,  including  Sections 141(h) and 144 of the
General Corporation Law of the State of Delaware.

         Section  17.   Compensation.   Unless   otherwise   restricted  by  the
Certificate of Incorporation, the Board of Directors shall have the authority to
fix the compensation of directors.  The directors shall be paid their reasonable
expenses,  if any, of  attendance at each meeting of the Board of Directors or a
committee  thereof  and may be paid a fixed  sum  for  attendance  at each  such
meeting and an annual retainer or salary for services as a director or committee
member. No such payment shall preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.

         Section 18.  Presumption of Assent.  For purposes of any liability as a
director, a director of the corporation who is present at a meeting of the Board
of Directors at which action on any corporate  matter is taken shall be presumed
to have  assented  to the  action  taken  unless  (a) he or she  objects  at the
beginning of the meeting to the  transaction of business  because the meeting is
not  lawfully  called or convened  and does not  thereafter  participate  in the
meeting; or (b) he or she votes against the action at the meeting.


                                   ARTICLE IV
                                    OFFICERS

         Section 1.  Election of Officers.  The Board of Directors  shall,  from
time to time, elect one or more persons to exercise the functions of the offices
of president, secretary and chief financial officer. The Board of Directors may,
but shall not be required to, elect a treasurer,  controller,  secretary and one
or more vice presidents,  as it deems necessary or advisable.  In addition,  the
Board of  Directors  may  elect  such  other  officers  and  agents  as it deems
necessary  or  advisable,   including   assistant   secretaries   and  assistant
treasurers.  Such officers shall exercise such powers and perform such duties as
are  prescribed by these Bylaws or as may be otherwise  determined  from time to
time by the Board of  Directors.  Any number of offices  or  functions  of those
offices may be held or exercised by the same person.

         Section  2.  President.  The  President  shall be the  chief  executive
officer  of the  corporation.  He  shall  direct,  coordinate  and  control  the
corporation's  business and  activities  and its operating  expenses and capital
expenditures  and shall  have  general  authority  to  exercise  all the  powers
necessary for the chief executive officer of the corporation,  all in accordance
with basic  policies  established  by and subject to the control of the Board of
Directors.  The  President  shall  also be the chief  operating  officer  of the
corporation.  The  president  shall (a) have general  active  management  of the
business of the  corporation;  (b) when present,  preside at all meetings of the
Board and of the stockholders,  unless such duties shall have been assigned to a
Chairman of the Board of Directors;  (c) see that all orders and  resolutions of
the Board are carried  into  effect;  (d) sign and  deliver,  in the name of the
corporation,  any  deeds,  mortgages,  bonds,  contracts  or  other  instruments
pertaining  to the  business  of the  corporation,  except in cases in which the
authority  to sign and  deliver is required  by law to be  exercised  by another
person or is expressly  delegated by the  Certificate  of  Incorporation,  these
Bylaws or by the Board to some other  officer or agent of the  corporation;  (e)
maintain  records of and,  whenever  necessary,  certify all  proceedings of the
Board and the  stockholders;  and (f) perform  other  duties  prescribed  by the
Board.

         Section 3. Chief Financial  Officer.  The chief financial officer shall
(a) keep accurate financial records for the corporation;  (b) deposit all money,
drafts and checks in the name and to the credit of the  corporation in the banks
and  depositories  designated  by the Board;  (c) endorse for deposit all notes,
checks and drafts  received by the  corporation as ordered by the Board,  making
proper  vouchers  therefor;  (d) disburse  corporate  funds and issue checks and
drafts in the name of the  corporation,  as ordered by the Board;  (e) render to
the president and the Board, whenever requested,  an account of all transactions
by  the  chief  financial  officer  and  of  the  financial   condition  of  the
corporation;  and (f) perform  other  duties  prescribed  by the Board or by the
president.

         Section 4.  Secretary.  The secretary  shall attend all sessions of the
Board of Directors  and all meetings of the  stockholders,  and record all votes
and  minutes  of all  proceedings  in a book  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  stockholders  and
of the Board of Directors when notice is required,  and shall perform such other
duties as may be  prescribed  by the Board of Directors  or the chief  executive
officer.  The  secretary  shall keep in safe  custody  the seal,  if any, of the
corporation, and shall affix the same to any instrument requiring it.

         Section 5. Terms of Office.  The officers of the corporation shall hold
office for such terms as shall be  determined  from time to time by the Board of
Directors or until their successors are chosen and qualify in their stead.

         Section 6. Compensation.  The compensation of all executive officers of
the corporation shall be determined by the Board of Directors.

         Section 7. Resignations.  An officer may resign at any time by giving
written notice to the corporation.  The resignation is effective without
acceptance when the notice is given to the corporation, unless a later effective
date is specified in the notice.

         Section 8. Removals.  An officer may be removed at any time, with or
without cause, by a resolution approved by the affirmative vote of a majority of
the directors present.  Such removal is without prejudice to any contractual
rights of the officer.

         Section 9.  Vacancies.  If the office of any  officer or agent  becomes
vacant by reason of death, resignation,  retirement,  disqualification,  removal
from office or  otherwise,  the Board of  Directors,  may,  and in the case of a
vacancy in the office of chief  executive  officer  or chief  financial  officer
shall,  choose a successor or successors who shall hold office for the unexpired
term in respect of which such vacancy occurred.

         Section 10.  Contract Rights.  The election or appointment of a person
as an officer or agent of the corporation does not, of itself, create contract
rights.


                                    ARTICLE V
                                 INDEMNIFICATION

         Section  1.   Definitions.   For   purposes  of  this  Article  V:  (a)
"corporation"  shall be deemed to mean the  corporation  and shall  include,  in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent)  absorbed in a consolidation  or merger which,
if its separate  existence had continued,  would have had power and authority to
indemnify its directors,  officers,  employees and agents so that any person who
is  or  was  a  director,   officer,  employee  or  agent  of  such  constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another legal entity shall stand in
the same  position  under the  provisions  of this Article V with respect to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent  corporation if its separate  existence had continued;  (b) a "legal
entity" is a corporation, partnership, joint venture, trust or other enterprise;
(c) a "proceeding" is any action, suit, or proceeding,  whether civil, criminal,
administrative,  arbitrative or investigative, including an action or suit by or
in the right of the  corporation  to  procure a judgment  in its favor,  and any
appeal in such an action, suit, or proceeding,  and any inquiry or investigation
that  could  lead  to such  action,  suit or  proceeding;  and (d) a  "qualified
position"  with  respect to any legal  entity is a position  as a director or an
officer  of such  legal  entity or a  position  held by a  director,  officer or
employee of such legal  entity  which does or might  constitute  him a fiduciary
with respect to any employee benefit plan for the employees of such legal entity
under any federal or state law regulating employee benefit plans.

         Section 2. Mandatory  Indemnification.  The corporation shall indemnify
each  person  who was or is a party or is  threatened  to be made a party to any
proceeding by reason of the fact that he is serving in a qualified position with
respect to the  corporation or is serving in a similar  capacity with respect to
any other legal entity at the request of the  corporation,  against all expenses
(including   attorneys'  fees  and  costs  of  investigation   and  litigation),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection  with any such  proceeding to the maximum extent  permitted
under the General  Corporation Law of the State of Delaware (the "Delaware Law",
which term shall be deemed to include the General  Corporation  Law of the State
of  Delaware  or any  successor  statute or section  thereof,  as now written or
hereafter  amended).  The  termination  of any  proceeding  by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not of itself create a presumption that such person acted in such a manner
as to make him  ineligible  for  indemnification.  The  right of a person  to be
indemnified  hereunder  shall be a contract right and shall include the right to
be  paid  by the  corporation  all  expenses  incurred  in  defending  any  such
proceeding  in  advance  of its  final  disposition  upon  compliance  with  the
provisions of Delaware Law then in effect concerning advancement of expenses.

         Section   3.   Permissive   Indemnification.   In   addition   to   the
indemnification  provided for in Section 2, the corporation shall have the power
to indemnify or contract in advance to indemnify, to a lesser or the same extent
that  indemnification  is required  under  Section 2, any person who was or is a
party or is  threatened  to be made a party to any  proceeding  by reason of the
fact that he is serving in any capacity with respect to the  corporation or with
respect to any other legal entity at the request of the corporation.

         Section  4.   Determination   that   Indemnification   is  Proper.  Any
indemnification  under this Article V (unless  ordered by a court) shall be made
by the corporation  only as authorized in the specific case upon a determination
that such  indemnification  is permitted  under Delaware Law, or, in the case of
indemnification under Section 3, is proper because the requirements specified by
the  corporation  with  respect  to such  indemnification  have been  met.  Such
determination  shall be made (a) by the Board of Directors by a majority vote of
a quorum  consisting  of  directors  who  neither  are nor were  parties  to the
proceeding, (b) if such a quorum is not obtainable or, even though obtainable, a
majority of disinterested  directors so directs, by independent legal counsel in
a written  opinion or (c) by the  stockholders.  In making a  determination  the
directors  may rely,  as to all  questions of law, on the advice of  independent
legal counsel.

         Section  5.  Claims for  Indemnification  or  Advances.  If a claim for
indemnification  or advancement of expenses hereunder is not paid in full by the
corporation  within 60 days  after a  written  claim  has been  received  by the
corporation,  the  claimant  may at any time  thereafter  bring suit against the
corporation  to recover the unpaid  amount of the claim,  and if  successful  in
whole or in part,  the  claimant  shall be entitled  to be paid the  expenses of
prosecuting  such  claim.  It shall be a defense  to any such  action  that such
indemnification  or  advancement  of costs of defense  are not  permitted  under
Delaware  Law,  but  the  burden  of  proving  such  defense  shall  be  on  the
corporation.

         Section 6. Miscellaneous.  Every reference in this Article V to persons
who are entitled to  indemnification  and  advancement of expenses shall include
all persons who formerly occupied any of the positions  hereinabove set forth in
this Article V, to the extent they would have been  entitled to  indemnification
and advancement of expenses under the provisions of this Article V if they still
held such positions and their respective  heirs,  executors and  administrators.
Indemnification  or advancement of expenses  provided  pursuant to the foregoing
provisions  of this  Article V shall  not be  exclusive  of any other  rights of
indemnification  or advancement of expenses to which any person may be entitled.
Such rights include,  but are not limited to, any and all rights under insurance
policies that may be purchased  and  maintained  by the  corporation  or others,
whether or not the corporation  would have the power to indemnify such person in
the  particular  instance  under the provisions of this Article V, but no person
shall be  entitled to  indemnification  by the  corporation  to the extent he is
indemnified by any other party, including an insurer.

         Section  7.  Insurance.  The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director,  officer or employee
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer  or  employee  of  another  corporation,  partnership,  joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether  or not the  corporation  would  have  the  power or the  obligation  to
indemnify him against such liability under the provisions of this Article V.


                                   ARTICLE VI
                                     SHARES

         Section  1.  Certificates.  The  interest  of each  stockholder  of the
corporation  shall be evidenced by  certificates  for shares of capital stock in
such form or forms as the appropriate  officers of the corporation may from time
to time  prescribe,  unless  it  shall  be  determined  by,  or  pursuant  to, a
resolution  adopted by the Board of Directors that the shares  representing such
interest be uncertificated.  If certificated, each stockholder shall be entitled
to a  certificate  representing  his  shares  of  capital  stock,  signed by the
president or a vice president,  and by the secretary or an assistant  secretary,
if one has been  elected or  appointed,  and  otherwise  by the chief  financial
officer;  provided,  however,  that where a certificate  is  countersigned  by a
transfer  agent or an assistant  transfer agent or by a transfer clerk acting on
behalf of the corporation and registered by a registrar,  the signatures of said
officers on such certificates for shares may be facsimile.  If a person signs or
has a facsimile  signature placed upon a certificate while an officer,  transfer
agent or  registrar of the  corporation,  the  certificate  may be issued by the
corporation,  even if the  person has  ceased to have that  capacity  before the
certificate  is issued,  with the same effect as if the person had that capacity
at the date of its issue.  All  certificates  for shares shall be  consecutively
numbered or otherwise  identified,  and shall state the name of the corporation,
that it is organized  under the laws of the State of  Delaware,  the name of the
person to whom the shares are  issued,  the number and class of shares,  and the
designation of the series, if any, that the certificate represents.  The name of
the person to whom the shares are issued,  with the number of shares and date of
issue, shall be entered on the books of the corporation.

         Section 2. Transfer of Shares.  The shares of stock of the  corporation
shall  be  transferable  upon  its  books  only  by  the  persons  named  in the
certificates  or  by  their  attorneys-in-fact  or  legal  representatives  duly
authorized in writing,  and upon  surrender to the  corporation of the old stock
certificates,  properly  endorsed,  to the  person  in  charge  of the stock and
transfer  books and ledgers,  or to such other persons as the Board of Directors
may designate,  by whom they shall be canceled.  New certificates for the shares
shall  thereupon be issued to the person  entitled to such new  certificates.  A
record shall be made of each transfer, and whenever a transfer shall be made for
collateral security,  and not absolutely,  it shall be so expressed in the entry
of the transfer.

         Section  3.  Lost   Certificate.   Any  stockholder   claiming  that  a
certificate for shares has been lost,  destroyed or wrongfully  taken shall make
an  affidavit  or  affirmation  of that fact and, if the Board of  Directors  so
requires,  shall:  (a)  advertise  such  fact in such  manner  as the  Board  of
Directors may require;  (b) give to the  corporation  and its transfer agent and
registrar,  if any, a bond of  indemnity in open penalty as to amount or in such
other sum as the Board of  Directors  may direct,  in form  satisfactory  to the
Board of Directors and to the transfer  agent and registrar of the  corporation,
if any,  and with or without such  sureties as the Board of  Directors  with the
approval of the transfer  agent and registrar,  if any, may  prescribe;  and (c)
satisfy such other requirements as may be imposed by the Board.

         If  notice by the  stockholder  of the loss,  destruction  or  wrongful
taking of a certificate is received by the  corporation  before the  corporation
has received notice that the shares  represented by such  certificate  have been
acquired by a bona fide purchaser,  and if the foregoing requirements imposed by
the Board  are  satisfied,  then the  Board of  Directors  shall  authorize  the
issuance  of a new  certificate  for shares of the same class and series and for
the same number of shares as the one alleged to have been lost or destroyed.

         Section 4. Dividends.  The Board of Directors may declare and pay
dividends to the extent permitted by statute and the Certificate of
Incorporation.


                                   ARTICLE VII
                                  MISCELLANEOUS

         Section 1. Books of Account.  The corporation shall keep such books of
account as are required by statute or the Certificate of Incorporation.

         Section 2.  Corporate  Seal.  If so directed by the Board of Directors,
the corporation may use a corporate seal. The failure to use such seal, however,
shall  not  affect  the  validity  of any  documents  executed  on behalf of the
corporation.  The  seal  need  only  include  the word  "seal",  but it may also
include, at the discretion of the Board of Directors, such additional wording as
is permitted by law.

         Section 3. Fiscal Year.  The fiscal year of the corporation shall be as
determined by resolution of the Board of Directors.

         Section 4. Amendment of Bylaws. The power to adopt, amend or repeal the
Bylaws is vested in the Board.  The power of the Board is subject,  however,  to
the power of the  stockholders  to amend or repeal  Bylaws  adopted,  amended or
repealed by the Board.

         Section  5.  Stock of other  Corporations  or other  Interests.  Unless
otherwise ordered by the Board of Directors,  the chief executive  officer,  the
secretary,  if any, and such other attorneys or agents of the corporation as may
from time to time be  authorized  by the Board of  Directors  or the  president,
shall have full power and authority on behalf of the corporation to attend,  and
to act and  vote in  person  or by proxy  at,  any  meeting  of the  holders  of
securities of any  corporation or other entity in which the  corporation may own
or hold shares or other  securities,  and at such meetings shall possess and may
exercise all the rights and powers  incident to the  ownership of such shares or
other securities which the  corporation,  as the owner or holder thereof,  might
have possessed and exercised if present. The president,  the secretary,  if any,
or such  attorneys or agents,  may also  execute and  deliver,  on behalf of the
corporation,   powers  of  attorney,   proxies,   consents,  waivers  and  other
instruments  relating  to  the  shares  or  securities  owned  or  held  by  the
corporation.