<PAGE>
                                                                    EXHIBIT 10.5


                                    FORM OF

                             TIME WARNER CABLE INC.
                                    BY-LAWS


                                   ARTICLE I

                                    OFFICES

        Section 1.   Registered Office. The registered office of TIME WARNER
CABLE INC. (hereinafter called the "Corporation") in the State of Delaware shall
be at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware
19801, and the registered agent shall be The Corporation Trust Company, or such
other office or agent as the Board of Directors of the Corporation (the "Board")
shall from time to time select.

        Section 2.   Other Offices. The Corporation may also have an office or
offices, and keep the books and records of the Corporation, except as may
otherwise be required by law, at such other place or places, either within or
without the State of Delaware, as the Board may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

        Section 1.   Place of Meeting. All meetings of the stockholders of the
Corporation (the "stockholders") shall be held at such place as may be
determined by the Board.

        Section 2.   Annual Meetings. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such hour as
shall from time to time be fixed by the Board. Any previously scheduled annual
meeting of the stockholders may be postponed by action of the Board taken prior
to the time previously scheduled for such annual meeting of the stockholders.

        Section 3.   Special Meetings. Except as otherwise required by law or
the Restated Certificate of Incorporation of the Corporation (the "Certificate")
and subject to the rights of the holders of any series of Preferred Stock (as
defined in the Certificate) or any class or series of stock having a preference
over the Common Stock as to dividends or upon dissolution, liquidation or
winding up, special meetings of the stockholders for any purpose or purposes may
be called by the Chairman, the Chief Executive Officer or a majority of the
Board of Directors, excluding any vacancies or unfilled newly-created
directorships (the "Existing Board"). Only such business as is



<PAGE>

                                                                               2

specified in the notice of any special meeting of the stockholders shall come
before such meeting.

        Section 4.   Notice of Meetings. Except as otherwise provided by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than 10 days nor more than 60 days before the date of the meeting
to each stockholder of record entitled to notice of the meeting. If mailed, such
notice shall be deemed given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder's address as it appears
on the records of the Corporation. Each such notice shall state the place, date
and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Notice of any meeting of the
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy without protesting, prior to or at the
commencement of the meeting, the lack of proper notice to such stockholder, or
who shall waive notice thereof as provided in Article XI of these By-laws.
Notice of adjournment of a meeting of the stockholders need not be given if the
date, time and place to which it is adjourned are announced at such meeting,
unless the adjournment is for more than 30 days or, after adjournment, a new
record date is fixed for the adjourned meeting.

        Section 5.   Quorum. Except as otherwise provided by law or by the
Certificate, the holders of a majority of the votes entitled to be cast by the
holders of all outstanding shares of stock which are entitled to vote on any
particular matter, present in person or by proxy, shall constitute a quorum at
any meeting of the stockholders with respect to such matter; provided, however,
that in the case of any vote to be taken by classes or series, the holders of a
majority of the votes entitled to be cast by the holders of the outstanding
shares of the particular class or series, present in person or by proxy, shall
constitute a quorum of such class or series.

        Section 6.   Adjournments. The chairman of the meeting or the holders of
a majority of the votes entitled to be cast by the stockholders who are present
in person or by proxy may adjourn the meeting from time to time whether or not a
quorum is present. In the event that a quorum does not exist with respect to any
vote to be taken by a particular class or series, the chairman of the meeting or
the holders of a majority of the votes entitled to be cast by the stockholders
of such class or series who are present in person or by proxy may adjourn the
meeting with respect to the vote(s) to be taken by such class or series. At any
such adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.

        Section 7.   Order of Business. At each meeting of the stockholders, the
Chairman of the Board or, in the absence of the Chairman of the Board, the Chief
Executive Officer or, in the absence of the Chairman of the Board and the Chief
Executive Officer, such person as shall be selected by the Board shall act as
chairman of the meeting. The order of business at each such meeting shall be as
determined by the chairman of the meeting. The chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts and things as




<PAGE>

                                                                               3

are necessary or desirable for the proper conduct of the meeting, including,
without limitation, the establishment of procedures for the maintenance of order
and safety, limitations on the time allotted to questions or comments on the
affairs of the Corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof and the opening and closing of the
voting polls.

                  At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the annual meeting (i) by
or at the direction of the chairman of the meeting or (ii) by any stockholder
who is a holder of record at the time of the giving of the notice provided for
in this Section 7, who is entitled to vote at the meeting and who complies with
the procedures set forth in this Section 7.

                  For business properly to be brought before an annual meeting
of stockholders by a stockholder, the stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation (the
"Secretary"). To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 90 days nor more than 120 days prior to the first anniversary of the
date of the immediately preceding annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days earlier or more
than 60 days later than such anniversary date, notice by the stockholder to be
timely must be so delivered or received not earlier than the 120th day prior to
such annual meeting and not later than the close of business on the later of the
90th day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made; provided,
further, that for the purpose of calculating the timeliness of stockholder
notices for the first annual meeting of stockholders after the Closing Date (as
defined in Section 1 of Article V of the Certificate), the date of the
immediately preceding annual meeting shall be deemed to be [ ].(1) No
adjournment or postponement of any meeting shall be deemed to affect any of the
time periods set forth in the previous sentence. To be in proper written form, a
stockholder's notice to the Secretary shall set forth in writing as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; (ii) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business; (iii) the class or series and number of shares of the
Corporation which are beneficially owned by the stockholder; (iv) any material
interest of the stockholder in such business; and (v) if the stockholder intends
to solicit proxies in support of such stockholder's proposal, a representation
to that effect. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting and such stockholder's
proposal has been included in a proxy statement that has been prepared by
management of the Corporation to solicit proxies for such annual meeting;
provided, however, that if such stockholder does not appear or send a qualified



---------------

(1)     Date will be date of the immediately preceding annual meeting of
        stockholders of AOLTW.





<PAGE>

                                                                               4

representative to present such proposal at such annual meeting, the Corporation
need not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote may have been received by the Corporation.
Notwithstanding anything in these By-laws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this Section 7. The chairman of an annual meeting may refuse to permit
any business to be brought before an annual meeting which fails to comply with
the foregoing procedures or, in the case of a stockholder proposal, if the
stockholder solicits proxies in support of such stockholder's proposal without
having made the representation required by clause (v) of the third preceding
sentence.


        Section 8.   List of Stockholders. It shall be the duty of the Secretary
or other officer who has charge of the stock ledger to prepare and make, at
least 10 days before each meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
such stockholder's name. Such list shall be produced and kept available at the
times and places required by law.

        Section 9.   Voting. Except as otherwise provided by law or by the
Certificate (including, without limitation, Article V of the Certificate), each
stockholder of record of any series of Preferred Stock shall be entitled at each
meeting of the stockholders to such number of votes, if any, for each share of
such stock as may be fixed in the Certificate or in the resolution or
resolutions adopted by the Board providing for the issuance of such stock, each
stockholder of record of Class B Common Stock shall be entitled at each meeting
of the stockholders to twelve votes for each such share of such stock and each
stockholder of record of Class A Common Stock shall be entitled at each meeting
of the stockholders to one vote for each share of such stock, in each case,
registered in such stockholder's name on the books of the Corporation:

                (1)  on the date fixed pursuant to Section 6 of Article VIII of
these By-laws as the record date for the determination of stockholders entitled
to notice of and to vote at such meeting; or

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

        Each stockholder entitled to vote at any meeting of the stockholders may
authorize not in excess of three persons to act for such stockholder by proxy.
Any such proxy shall be delivered to the secretary of such meeting at or prior
to the time designated for holding such meeting, but in any event not later than
the time designated in the order of business for so delivering such proxies. No
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.

        At each meeting of the stockholders, all corporate actions to be taken
by vote of the stockholders (except as otherwise required by law and except as
otherwise



<PAGE>

                                                                               5


provided in the Certificate or these By-laws) shall be authorized by a majority
of the votes cast by the stockholders entitled to vote thereon who are present
in person or represented by proxy, and where a separate vote by class or series
is required, a majority of the votes cast by the stockholders of such class or
series who are present in person or represented by proxy shall be the act of
such class or series.

        Unless required by law or determined by the chairman of the meeting to
be advisable, the vote on any matter, including the election of directors, need
not be by written ballot.

        Section 10.  Inspectors. The chairman of the meeting shall appoint two
or more inspectors to act at any meeting of the stockholders. Such inspectors
shall perform such duties as shall be required by law or specified by the
chairman of the meeting. Inspectors need not be stockholders. No director or
nominee for the office of director shall be appointed such inspector.

        Section 11.  Public Announcements. For the purpose of Section 7 of this
Article II and Section 3 of Article III, "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Reuters Information Service or any similar or successor news wire service or
(ii) in a communication distributed generally to stockholders and in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 or
any successor provisions thereto.

                                  ARTICLE III

                               BOARD OF DIRECTORS

        Section 1.   General Powers. Except as otherwise provided in the
Certificate, the business and affairs of the Corporation shall be managed by or
under the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate directed or required to be exercised or done by the stockholders.

        Section 2.   Number, Qualification and Election. Subject to Section 3 of
Article V of the Certificate and except as otherwise fixed by or pursuant to the
provisions of Article IV of the Certificate relating to the rights of the
holders of any series of Preferred Stock or any class or series of stock having
preference over the Common Stock as to dividends or upon dissolution,
liquidation or winding up, the number of directors constituting the Authorized
Board shall initially be 6, and shall thereafter be as determined from time to
time by resolution of the Board. The term "Authorized Board" shall mean the
total number of authorized directors, whether or not there exist any vacancies
or unfilled newly-created directorships.

        The directors, other than those who may be elected by the holders of
shares of any series of Preferred Stock or any class or series of stock having a
preference


<PAGE>

                                                                               6


over the Common Stock of the Corporation as to dividends or upon dissolution,
liquidation or winding up pursuant to the terms of Article IV of the Certificate
or any resolution or resolutions providing for the issuance of such stock
adopted by the Board, shall be elected in the manner provided in Article V of
the Certificate.

        Each director shall be at least 21 years of age. Directors need not be
stockholders of the Corporation.

        In any election of directors, the persons receiving a plurality of the
votes cast, up to the number of directors to be elected in such election, shall
be deemed elected.

        Section 3.   Notification of Nominations. Subject to the rights of the
holders of any series of Preferred Stock or any class or series of stock having
a preference over the Common Stock as to dividends or upon dissolution,
liquidation or winding up, nominations for the election of directors may be made
by the Board or by any stockholder who is a stockholder of record at the time of
giving of the notice of nomination provided for in this Section 3 and who is
entitled to vote for the election of directors. Any stockholder of record
entitled to vote for the election of directors at a meeting may nominate persons
for election as directors only if timely written notice of such stockholder's
intent to make such nomination is given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation (i) with respect to an election
to be held at an annual meeting of the stockholders, not less than 90 days nor
more than 120 days prior to the first anniversary of the date of the immediately
preceding annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days earlier or more than 60 days later than
such anniversary date, notice by the stockholder to be timely must be so
delivered or received not earlier than the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made; provided, further, that
for the purpose of calculating the timeliness of stockholder notices for the
first annual meeting of stockholders after the Closing Date (as defined in the
Certificate), the date of the immediately preceding annual meeting shall be
deemed to be [ ](2) and (ii) with respect to an election to be held at a special
meeting of the stockholders for the election of directors, not earlier than the
90th day prior to such special meeting and not later than the close of business
on the later of the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees to be elected at such meeting. No
adjournment or postponement of any meeting shall be deemed to affect any of the
time periods set forth in the previous sentence. Each such notice shall set
forth: (a) the name and address, as they appear on the Corporation's books, of
the stockholder who intends to make the nomination and the name and address of
the person or persons to be nominated; (b) the class or series and numbers of
shares of


------------------

(2)     Date will be date of the immediately preceding annual meeting of
        stockholders of AOLTW.


<PAGE>

                                                                               7


the Corporation which are beneficially owned by the stockholder; (c) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote in the election of directors and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (d) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (e) such other information regarding each nominee
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated, by the
Board; (f) the executed written consent of each nominee to serve as a director
of the Corporation if so elected; and (g) if the stockholder intends to solicit
proxies in support of such stockholder's nominee(s), a representation to that
effect. The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure or if the
stockholder solicits proxies in favor of such stockholder's nominee(s) without
having made the representations required by the immediately preceding sentence.
Only such persons who are nominated in accordance with the procedures set forth
in this Section 3 shall be eligible to serve as directors of the Corporation.

        Notwithstanding anything in the immediately preceding paragraph of this
Section 3 to the contrary, in the event that the number of directors to be
elected to the Board at an annual meeting of the stockholders is increased and
there is no public announcement naming all of the nominees for directors or
specifying the size of the increased Board made by the Corporation at least 90
days prior to the first anniversary of the date of the immediately preceding
annual meeting, a stockholder's notice required by this Section 3 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to or mailed to and received
by the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.

        Section 4.   Quorum and Manner of Acting. Except as otherwise provided
by law, the Certificate or these By-laws, a majority of the Existing Board shall
constitute a quorum for the transaction of business at any meeting of the Board,
and the vote of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board. The chairman of the meeting or
a majority of the directors present may adjourn the meeting to another time and
place whether or not a quorum is present. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.

        Section 5.   Place of Meeting. Subject to Sections 6 and 7 of this
Article III, the Board may hold its meetings at such place or places within or
without the State of Delaware as the Board may from time to time determine or as
shall be specified or fixed in the respective notices or waivers of notice
thereof.



<PAGE>
                                                                               8


        Section 6.   Regular Meetings. No fewer than one regular meeting per
year of the Board shall be held at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday under the laws of the place where the meeting is to be held, the
meeting which would otherwise be held on that day shall be held at the same hour
on the next succeeding business day.

        Section 7.   Special Meetings. Special meetings of the Board shall be
held whenever called by the Chairman of the Board, the Chief Executive Officer
or by a majority of the Existing Board, and shall be held at such place, on such
date and at such time as he or they, as applicable, shall fix.

        Section 8.   Notice of Meetings. Notice of regular meetings of the Board
or of any adjourned meeting thereof need not be given. Notice of each special
meeting of the Board shall be given by overnight delivery service or by
overnight mail to each director, in either case addressed to such director at
such director's residence or usual place of business, at least two days before
the day on which the meeting is to be held or shall be sent to such director at
such place by telecopy or by electronic transmission or shall be given
personally or by telephone, not later than the day before the meeting is to be
held, but notice need not be given to any director who shall, either before or
after the meeting, submit a waiver of such notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack of notice
to such director. Unless otherwise required by these By-laws, every such notice
shall state the time and place but need not state the purpose of the meeting.

        Section 9.   Rules and Regulations. The Board shall adopt such rules and
regulations not inconsistent with the provisions of law, the Certificate or
these By-laws for the conduct of its meetings and management of the affairs of
the Corporation as the Board may deem proper.

        Section 10.  Participation in Meeting by Means of Communications
Equipment. Any one or more members of the Board or any committee thereof may
participate in any meeting of the Board or of any such committee by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other or as otherwise
permitted by law, and such participation in a meeting shall constitute presence
in person at such meeting.

        Section 11.  Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board or any committee thereof may be taken
without a meeting if all of the members of the Board or of any such committee
consent thereto in writing or by electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes
or proceedings of the Board or of such committee. Such filing shall be in paper
form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.

        Section 12.  Resignations. Any director of the Corporation may at any
time resign by giving notice to the Board, the Chairman of the Board, the Chief


<PAGE>
                                                                               9


Executive Officer or the Secretary in writing or by electronic transmission.
Such resignation shall take effect at the time specified therein or, if the time
be not specified therein, upon receipt thereof; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

        Section 13.  Vacancies. Subject to the rights of the holders of any
series of Preferred Stock or any class or series of stock having a preference
over the Common Stock of the Corporation as to dividends or upon dissolution,
liquidation or winding up, any vacancies on the Board resulting from death,
resignation, removal or other cause shall only be filled as contemplated by
Article V of the Certificate.

        Section 14.  Compensation. Each director, in consideration of such
person serving as a director, shall be entitled to receive from the Corporation
such amount per annum and such fees (payable in cash or stock-based
compensation) for attendance at meetings of the Board or of committees of the
Board, or both, as the Board shall from time to time determine. In addition,
each director shall be entitled to receive from the Corporation reimbursement
for the reasonable expenses incurred by such person in connection with the
performance of such person's duties as a director. Nothing contained in this
Section 14 shall preclude any director from serving the Corporation or any of
its subsidiaries in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

        Section 1.   Establishment of Committees of the Board of Directors.

        (a)     The Board may, by resolution passed by a majority of the
Existing Board, designate one or more committees, each committee to consist of
one or more of the directors of the Corporation. The Board 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.

        (b)     In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member.

        (c)     Any such committee, to the extent provided in the resolution of
the Board, shall have and may exercise all the powers and authority of the Board
to the extent provided by Section 141(c)(2) of the DGCL as it exists now or may
hereafter be amended.

        (d)     Each committee of the Board shall keep regular minutes of its
meetings and report the same to the Board when required.


<PAGE>
                                                                              10


        Section 2.   Procedure. Any committee of the Board may adopt such rules
and regulations not inconsistent with the provisions of law, the Certificate or
these By-laws for the conduct of its meetings as such committee of the Board may
deem proper.

                                   ARTICLE V

                                    OFFICERS

        Section 1.   Number; Term of Office. The officers of the Corporation
shall be elected by the Board and shall consist of: a Chairman of the Board, a
Chief Executive Officer, a Chief Financial Officer, a Treasurer, a Secretary and
a Controller and, as the Board may from time to time determine, one or more Vice
Chairmen and Vice Presidents (including, without limitation, Assistant,
Executive, Senior and Group Vice Presidents) and such other officers or agents
with such titles and such duties as the Board may from time to time determine,
each to have such authority, functions or duties as set forth in these By-laws
or as determined by the Board, and each to hold office for such term as may be
prescribed by the Board and until such person's successor shall have been chosen
and shall qualify, or until such person's death or resignation, or until such
person's removal in the manner hereinafter provided. One person may hold the
offices and perform the duties of any two or more of said officers; provided,
however, that no officer shall execute, acknowledge or verify any instrument in
more than one capacity if such instrument is required by law, the Certificate or
these By-laws to be executed, acknowledged or verified by two or more officers.
The Board may require any officer or agent to give security for the faithful
performance of such person's duties.

        Section 2.   Removal. Any officer may be removed, either with or without
cause, by the Board at any meeting thereof called for such purpose.

        Section 3.   Resignation. Any officer may resign at any time by giving
notice to the Board, the Chief Executive Officer or the Secretary. Any such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

        Section 4.   Chairman of the Board. The Chairman of the Board shall be
deemed an officer of the Corporation, subject to the control of the Board, and
shall report directly to the Board.

        Section 5.   Chief Executive Officer. The Chief Executive Officer shall
have general supervision and direction of the business and affairs of the
Corporation, shall be responsible for corporate policy and strategy, and shall
report directly to the Chairman. Unless otherwise provided in these By-laws, all
other officers of the Corporation shall report directly to the Chief Executive
Officer or as otherwise determined by the Chief Executive Officer. The Chief
Executive Officer shall, if present


<PAGE>
                                                                              11



and in the absence of the Chairman of the Board, preside at meetings of the
stockholders and of the Board.

        Section 6.   Chief Financial Officer. The Chief Financial Officer, if
any, shall exercise all the powers and perform the duties of the office of the
chief financial officer and in general have overall supervision of the financial
operations of the Corporation. The Chief Financial Officer shall, when
requested, counsel with and advise the other officers of the Corporation and
shall perform such other duties as he may agree with the Chief Executive Officer
or as the Board may from time to time determine.

        Section 7.   Vice Presidents. The Vice President, if any, shall have
such powers and duties as shall be prescribed by his superior officer or the
Chief Executive Officer. A Vice President shall, when requested, counsel with
and advise the other officers of the Corporation and shall perform such other
duties as he may agree with the Chief Executive Officer or as the Board may from
time to time determine. A Vice President need not be an officer of the
Corporation and shall not be deemed an officer of the Corporation unless elected
by the Board.

        Section 8.   Treasurer. The Treasurer, if any, shall supervise and be
responsible for all the funds and securities of the Corporation; the deposit of
all moneys and other valuables to the credit of the Corporation in depositories
of the Corporation; borrowings and compliance with the provisions of all
indentures, agreements and instruments governing such borrowings to which the
Corporation is a party; the disbursement of funds of the Corporation and the
investment of its funds; and in general shall perform all of the duties incident
to the office of the Treasurer. The Treasurer shall, when requested, counsel
with and advise the other officers of the Corporation and shall perform such
other duties as he may agree with the Chief Executive Officer or as the Board
may from time to time determine.

        Section 9.   Controller. The Controller, if any, shall be the chief
accounting officer of the Corporation. The Controller shall, when requested,
counsel with and advise the other officers of the Corporation and shall perform
such other duties as he may agree with the Chief Executive Officer, the Chief
Financial Officer or as the Board may from time to time determine.

        Section 10.  Secretary. It shall be the duty of the Secretary, if any,
to act as secretary at all meetings of the Board, of the committees of the Board
and of the stockholders and to record the proceedings of such meetings in a book
or books to be kept for that purpose; the Secretary shall see that all notices
required to be given by the Corporation are duly given and served; the Secretary
shall be custodian of the seal of the Corporation and shall affix the seal or
cause it to be affixed to all certificates of stock of the Corporation (unless
the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized in accordance with the
provisions of these By- laws; the Secretary shall have charge of the books,
records and papers of the Corporation and shall see that the reports, statements
and other documents required by law to be kept and filed are properly kept and
filed; and in general shall perform all of the




<PAGE>
                                                                              12


duties incident to the office of Secretary. The Secretary shall, when requested,
counsel with and advise the other officers of the Corporation and shall perform
such other duties as he may agree with the Chief Executive Officer or as the
Board may from time to time determine.

        Section 11.  Assistant Treasurers, Assistant Controllers and Assistant
Secretaries. Any Assistant Treasurers, Assistant Controllers and Assistant
Secretaries shall perform such duties as shall be assigned to them by the Board
or by the Treasurer, Controller or Secretary, respectively, or by the Chief
Executive Officer. An Assistant Treasurer, Assistant Controller or Assistant
Secretary need not be an officer of the Corporation and shall not be deemed an
officer of the Corporation unless elected by the Board.

        Section 12.  Additional Matters. The Chief Executive Officer and the
Chief Financial Officer of the Corporation shall have the authority to designate
employees of the corporation to have the title of Vice President, Assistant Vice
President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any
employee so designated shall have the powers and duties determined by the
officer making such designation. The persons upon whom such titles are conferred
shall not be deemed officers of the Corporation unless elected by the Board.

                                   ARTICLE VI

                          TRANSACTIONS WITH AFFILIATES

        Section 1.   Defined Terms. For purposes of this Article VI:

        "Affiliate" shall mean, with respect to any specified Person, any other
Person who or which, directly or indirectly controls, is controlled by or is
under common control with such specified Person.

        "AOLTW" shall mean AOL Time Warner Inc. and all Affiliates thereof
(other than the Corporation and its Subsidiaries).

        "Closing Date" has the meaning ascribed to it in Section 1 of Article V
of the Certificate.

        "Independent Director" has the meaning ascribed to it in Section 1 of
Article V of the Certificate.


        "Person" shall mean any individual, corporation, limited liability
company, partnership, firm, group (as such term is used under Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended), joint venture, association,
trust, unincorporated organization, estate, trust or other entity.



<PAGE>

                                                                              13


        "Restructuring Agreement" shall mean the Restructuring Agreement, dated
as of August 20, 2002, among AOL Time Warner Inc., the Corporation and the other
parties thereto.

        "Subsidiary" shall have the meaning ascribed to it in Section 2 of
Article IV of the Certificate.

        Section 2.   Affiliate Transactions.

        (a)     Neither the Corporation nor any of its Subsidiaries shall enter
into, extend or renew any transaction, agreement or arrangement or series of
transactions, agreements or arrangements or amend in any material respect any
previously existing transaction, agreement or arrangement with AOLTW (each, an
"Affiliate Transaction"), unless:

                        (i)     such Affiliate Transaction is on terms that,
when taken as a whole, are substantially as favorable to the Corporation or such
Subsidiary as the Corporation or such Subsidiary would be able to obtain at the
time of entering into the Affiliate Transaction in a comparable arm's-length
transaction, agreement or arrangement with a third party other than AOLTW; and

                        (ii)    in the case of an Affiliate Transaction
involving reasonably anticipated payments or other consideration to be made or
provided by the Corporation over the term of such Affiliate Transaction of $50
million or greater, a majority of the Independent Directors then in office
approve such Affiliate Transaction; provided, however, that nothing contained in
this Article VI shall be deemed to prohibit, restrict or invalidate any
Affiliate Transaction entered into prior to the Closing Date or any Affiliate
Transaction expressly contemplated by the Restructuring Agreement or any other
Transaction Agreement (as defined in the Restructuring Agreement).

        (b)     This Article VI shall terminate on the first date upon which the
Corporation is no longer an Affiliate of AOLTW.



                                  ARTICLE VII

                                 INDEMNIFICATION

        Section 1.   Right to Indemnification. The Corporation, to the fullest
extent permitted or required by the DGCL or other applicable law, as the same
exists or may hereafter be amended, shall indemnify and hold harmless any person
who is or was a director or officer of the Corporation and who is or was
involved in any manner (including, without limitation, as a party or a witness)
or is threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit
or proceedings by or in the right of the Corporation to procure a judgment in
its favor) (a "Proceeding") by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the







<PAGE>

                                                                              14


request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan) (a "Covered Entity") against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such Proceeding; provided, however, that the foregoing shall not apply to a
director or officer of the Corporation with respect to a Proceeding that was
commenced by such director or officer unless the proceeding was commenced either
with the approval of the Board or after a Change in Control (as hereinafter
defined in Section 5(d) of this Article VII). Any director or officer of the
Corporation eligible for indemnification as provided in this Section 1 is
hereinafter called an "Indemnitee." Any right of an Indemnitee to
indemnification shall be a contract right and shall include the right to
receive, prior to the conclusion of any Proceeding, payment of any expenses
incurred by the Indemnitee in connection with such Proceeding, consistent with
the provisions of applicable law as then in effect and the other provisions of
this Article VII.

        Section 2.   Insurance, Contracts and Funding. The Corporation may
purchase and maintain insurance to protect itself and any director, officer,
employee or agent of the Corporation or of any Covered Entity against any
expenses, judgments, fines and amounts paid in settlement as specified in
Section 1 of this Article VII or incurred by any such director, officer,
employee or agent in connection with any Proceeding referred to in Section 1 of
this Article VII, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
The Corporation may enter into contracts with any director, officer, employee or
agent of the Corporation or of any Covered Entity in furtherance of the
provisions of this Article VII and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided or authorized in this Article VII.

        Section 3.   Advancement of Expenses. All reasonable expenses (including
attorneys' fees) incurred by or on behalf of the Indemnitee in connection with
any Proceeding shall be advanced to the Indemnitee by the Corporation within 20
days after the receipt by the Corporation of a statement or statements from the
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements
shall reasonably evidence the expenses incurred by the Indemnitee and shall
include or be accompanied by an undertaking by or on behalf of the Indemnitee to
repay the amounts advanced if ultimately it should be determined that the
Indemnitee is not entitled to be indemnified against such expenses pursuant to
this Article VII.

        Section 4.   Not Exclusive Rights. The rights of indemnification and
advancement of expenses provided in this Article VII shall not be exclusive of
any other rights to which an Indemnitee may otherwise be entitled, and the
provisions of this Article VII shall inure to the benefit of the heirs and legal
representatives of any Indemnitee under this Article VII and shall be applicable
to Proceedings commenced or continuing after the adoption of this Article VII,
whether arising from acts or omissions occurring before or after such adoption.




<PAGE>

                                                                              15

        Section 5.   Procedures; Presumptions and Effect of Certain Proceedings;
Remedies. In furtherance, but not in limitation of the foregoing provisions, the
following procedures, presumptions and remedies shall apply with respect to the
right to indemnification under this Article VII:

        (a)     Procedure for Determination of Entitlement to Indemnification.

                        (i)     To obtain indemnification under this Article
VII, an Indemnitee shall submit to the Secretary a written request, including
such documentation and information as is reasonably available to the Indemnitee
and reasonably necessary to determine whether and to what extent the Indemnitee
is entitled to indemnification (the "Supporting Documentation"). The
determination of the Indemnitee's entitlement to indemnification shall be made
not later than 60 days after receipt by the Corporation of the written request
for indemnification together with the Supporting Documentation. The Secretary
shall, promptly upon receipt of such a request for indemnification, advise the
Board in writing that the Indemnitee has requested indemnification.

                        (ii)    The Indemnitee's entitlement to indemnification
under this Article VII shall be determined in any of the following ways: (A) by
a majority vote of the Disinterested Directors (as hereinafter defined in
Section 5(d) of this Article VII), whether or not they constitute a quorum of
the Board, or by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors; (B) by a written opinion of Independent
Counsel (as hereinafter defined in Section 5(d) of this Article VII) if (x) a
Change in Control shall have occurred and the Indemnitee so requests or (y)
there are no Disinterested Directors or a majority of such Disinterested
Directors so directs; (C) by the stockholders of the Corporation; or (D) as
provided in Section 5(b) of this Article VII.

                        (iii)   In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
5(a)(ii) of this Article VII, such Independent Counsel shall be selected by:

        (x) a majority of the Board, if such selection is made prior to the
Initial Offering Date (as defined in Section 2 of Article IV of the
Certificate); or

        (y) a majority of the audit committee of the Board, if such selection is
made following the Initial Offering Date, but only, in each case, an Independent
Counsel to which the Indemnitee does not reasonably object; provided, however,
that if a Change in Control shall have occurred, the Indemnitee shall select
such Independent Counsel, but only an Independent Counsel to which a majority of
the Disinterested Directors or, if there are no such Disinterested Directors, a
majority of the audit committee of the Board, do not reasonably object.

        (b)     Presumptions and Effect of Certain Proceedings. Except as
otherwise expressly provided in this Article VII, if a Change in Control shall
have occurred, the Indemnitee shall be presumed to be entitled to
indemnification under this Article VII (with respect to actions or omissions
occurring prior to such Change in




<PAGE>

                                                                              16

Control) upon submission of a request for indemnification together with the
Supporting Documentation in accordance with Section 5(a)(i) of this Article VII,
and thereafter the Corporation shall have the burden of proof to overcome that
presumption in reaching a contrary determination. In any event, if the person or
persons empowered under Section 5(a) of this Article VII to determine
entitlement to indemnification shall not have been appointed or shall not have
made a determination within 60 days after receipt by the Corporation of the
request therefor, together with the Supporting Documentation, the Indemnitee
shall be deemed to be, and shall be, entitled to indemnification unless (A) the
Indemnitee misrepresented or failed to disclose a material fact in making the
request for indemnification or in the Supporting Documentation or (B) such
indemnification is prohibited by law. The termination of any Proceeding
described in Section 1 of this Article VII, or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, adversely affect the right
of the Indemnitee to indemnification or create a presumption that the Indemnitee
did not act in good faith and in a manner which the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation or,
with respect to any criminal proceeding, that the Indemnitee had reasonable
cause to believe that such conduct was unlawful.

        (c)     Remedies of Indemnitee. (i) In the event that a determination is
made pursuant to Section 5(a) of this Article VII that the Indemnitee is not
entitled to indemnification under this Article VII, (A) the Indemnitee shall be
entitled to seek an adjudication of entitlement to such indemnification either,
at the Indemnitee's sole option, in (x) an appropriate court of the State of
Delaware or any other court of competent jurisdiction or (y) an arbitration to
be conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association; (B) any such judicial proceeding or arbitration shall
be de novo and the Indemnitee shall not be prejudiced by reason of such adverse
determination; and (C) if a Change in Control shall have occurred, in any such
judicial proceeding or arbitration, the Corporation shall have the burden of
proving that the Indemnitee is not entitled to indemnification under this
Article VII (with respect to actions or omissions occurring prior to such Change
in Control).

                        (ii)    If a determination shall have been made or
deemed to have been made, pursuant to Section 5(a) or (b) of this Article VII,
that the Indemnitee is entitled to indemnification, the Corporation shall be
obligated to pay the amounts constituting such indemnification within five days
after such determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that (X) advancement of expenses is not
timely made pursuant to Section 3 of this Article VII or (Y) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 5(a) or (b) of this Article VII, the Indemnitee shall be
entitled to seek judicial enforcement of the Corporation's obligation to pay to
the Indemnitee such advancement of expenses or indemnification. Notwithstanding
the foregoing, the Corporation may bring an action, in an appropriate court in
the State of Delaware or any other court of competent jurisdiction,





<PAGE>

                                                                              17

contesting the right of the Indemnitee to receive indemnification hereunder due
to the occurrence of an event described in sub-clause (A) or (B) of this clause
(ii) (a "Disqualifying Event"); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.

                        (iii)   The Corporation shall be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 5(c) that the procedures and presumptions of this Article VII are not
valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Corporation is bound by all the provisions of this
Article VII.

                        (iv)    In the event that the Indemnitee, pursuant to
this Section 5(c), seeks a judicial adjudication of or an award in arbitration
to enforce rights under, or to recover damages for breach of, this Article VII,
the Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any expenses actually and reasonably
incurred by the Indemnitee if the Indemnitee prevails in such judicial
adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that the Indemnitee is entitled to receive part but
not all of the indemnification or advancement of expenses sought, the expenses
incurred by the Indemnitee in connection with such judicial adjudication or
arbitration shall be prorated accordingly.

        (d)     Definitions. For purposes of this Article VII:

                "Authorized Officer" means any one of the Chairman of the Board,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer, any Vice President or the Secretary of the Corporation.

                "Change in Control" means the occurrence of any of the
following: (w) any merger or consolidation of the Corporation in which the
Corporation is not the continuing or surviving corporation or pursuant to which
shares of the Corporation's Common Stock would be converted into cash,
securities or other property, other than a merger of the Corporation in which
the holders of the Corporation's Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, (x) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, the assets of the Corporation, or the liquidation or
dissolution of the Corporation or (y) individuals who would constitute a
majority of the members of the Board elected at any meeting of stockholders or
by written consent (excluding any Preferred Stock Directors) shall be elected to
the Board and the election or the nomination for election by the stockholders of
such directors was not approved by a vote of at least two-thirds of the
directors in office immediately prior to such election.

                "Disinterested Director" means a director of the Corporation who
is not or was not a party to the Proceeding in respect of which indemnification
is sought by the Indemnitee.




<PAGE>

                                                                              18

                "Independent Counsel" means a law firm or a member of a law firm
that neither currently is, nor in the past five years has been, retained to
represent: (x) the Corporation or the Indemnitee in any matter material to
either such party or (y) any other party to the Proceeding giving rise to a
claim for indemnification under this Article VII. Notwithstanding the foregoing,
the term "Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct would have a conflict of interest
in representing either the Corporation or the Indemnitee in an action to
determine the Indemnitee's rights under this Article VII.

        Section 6.   Severability. If any provision or provisions of this
Article VII shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article VII (including, without limitation, all portions of
any paragraph of this Article VII containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article VII (including,
without limitation, all portions of any paragraph of this Article VII containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or enforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

        Section 7.   Indemnification of Employees Serving as Directors. The
Corporation, to the fullest extent of the provisions of this Article VII with
respect to the indemnification of directors and officers of the Corporation,
shall indemnify any person who is or was an employee of the Corporation and who
is or was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending or
completed Proceeding by reason of the fact that such employee is or was serving
(a) as a director of a corporation in which the Corporation had at the time of
such service, directly or indirectly, a 50% or greater equity interest (a
"Subsidiary Director") or (b) at the written request of an Authorized Officer,
as a director of another corporation in which the Corporation had at the time of
such service, directly or indirectly, a less than 50% equity interest (or no
equity interest at all) or in a capacity equivalent to that of a director for
any partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) in which the Corporation has an interest
(a "Requested Employee"), against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such Subsidiary Director or Requested Employee in connection with such
Proceeding. The Corporation shall also advance expenses incurred by any such
Subsidiary Director or Requested Employee in connection with any such
Proceeding, consistent with the provisions of this Article VII with respect to
the advancement of expenses of directors and officers of the Corporation.

        Section 8.   Indemnification of Employees and Agents. Notwithstanding
any other provision or provisions of this Article VII, the Corporation, to the
fullest extent of the provisions of this Article VII with respect to the
indemnification of directors and officers of the Corporation, may indemnify any
person other than a director or officer of the Corporation, a Subsidiary
Director or a Requested Employee,




<PAGE>

                                                                              19


who is or was an employee or agent of the Corporation and who is or was involved
in any manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
Proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation or of a Covered Entity against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
Proceeding. The Corporation may also advance expenses incurred by such employee
or agent in connection with any such Proceeding, consistent with the provisions
of this Article VII with respect to the advancement of expenses of directors and
officers of the Corporation.

                                  ARTICLE VIII

                                  CAPITAL STOCK

        Section 1.   Certificates for Shares. The shares of stock of the
Corporation shall be represented by certificates, or shall be uncertificated
shares that may be evidenced by a book-entry system maintained by the registrar
of such stock, or a combination of both. To the extent that shares are
represented by certificates, such certificates shall be in such form as shall be
approved by the Board. The certificates representing shares of stock of each
class shall be signed by, or in the name of, the Corporation by the Chairman of
the Board or by any Vice President, and by the Secretary or any Assistant
Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and
sealed with the seal of the Corporation, which may be a facsimile thereof. Any
or all such signatures may be facsimiles. Although any officer, transfer agent
or registrar whose manual or facsimile signature is affixed to such a
certificate ceases to be such officer, transfer agent or registrar before such
certificate has been issued, it may nevertheless be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar were still
such at the date of its issue.

        The stock ledger and blank share certificates shall be kept by the
Secretary or by a transfer agent or by a registrar or by any other officer or
agent designated by the Board.

        Section 2.   Transfer of Shares. Transfers of shares of stock of each
class of the Corporation shall be made only on the books of the Corporation upon
authorization by the registered holder thereof, or by such holder's attorney
thereunto authorized by a power of attorney duly executed and filed with the
Secretary or a transfer agent for such stock, if any, and if such shares are
represented by a certificate, upon surrender of the certificate or certificates
for such shares properly endorsed or accompanied by a duly executed stock
transfer power (or by proper evidence of succession, assignment or authority to
transfer) and the payment of any taxes thereon; provided, however, that the
Corporation shall be entitled to recognize and enforce any lawful restriction on
transfer. The person in whose name shares are registered on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation; provided, however, that whenever any transfer of shares shall be
made



<PAGE>

                                                                              20

for collateral security and not absolutely, and written notice thereof shall be
given to the Secretary or to such transfer agent, such fact shall be stated in
the entry of the transfer. No transfer of shares shall be valid as against the
Corporation, its stockholders and creditors for any purpose, except to render
the transferee liable for the debts of the Corporation to the extent provided by
law, until it shall have been entered in the stock records of the Corporation by
an entry showing from and to whom transferred.

        Section 3.   Registered Stockholders and Addresses of Stockholders. The
Corporation shall be entitled to recognize the exclusive right of a person
registered on its records as the owner of shares of stock to receive dividends
and to vote as such owner, shall be entitled to hold liable for calls and
assessments a person registered on its records as the owner of shares of stock,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares of stock 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 Delaware.

        Each stockholder shall designate to the Secretary or transfer agent of
the Corporation an address at which notices of meetings and all other corporate
notices may be given to such person, and, if any stockholder shall fail to
designate such address, corporate notices may be given to such person by mail
directed to such person at such person's post office address, if any, as the
same appears on the stock record books of the Corporation or at such person's
last known post office address.

        Section 4.   Lost, Destroyed and Mutilated Certificates. The holder of
any certificate representing any shares of stock of the Corporation shall
immediately notify the Corporation of any loss, theft, destruction or mutilation
of such certificate; the Corporation may issue to such holder a new certificate
or certificates for shares, upon the surrender of the mutilated certificate or,
in the case of loss, theft or destruction of the certificate, upon satisfactory
proof of such loss, theft or destruction; the Board, or a committee designated
thereby, or the transfer agents and registrars for the stock, may, in their
discretion, require the owner of the lost, stolen or destroyed certificate, or
such person's legal representative, to give the Corporation a bond in such sum
and with such surety or sureties as they may direct to indemnify the Corporation
and said transfer agents and registrars against any claim that may be made on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

        Section 5.   Regulations. The Board may make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificated or uncertificated shares of stock of each class and
series of the Corporation and may make such rules and take such action as it may
deem expedient concerning the issue of certificates in lieu of certificates
claimed to have been lost, destroyed, stolen or mutilated.

        Section 6.   Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of the stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to





<PAGE>

                                                                              21

exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which shall not
be more than 60 days nor less than 10 days before the date of such meeting. A
determination of stockholders entitled to notice of or to vote at a meeting of
the stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

        Section 7.   Transfer Agents and Registrars. The Board may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars.


                                   ARTICLE IX

                                      SEAL

        The Board shall approve a suitable corporate seal, which shall be in the
form of a circle and shall bear the full name of the Corporation and shall be in
the charge of the Secretary. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

                                   ARTICLE X

                                   FISCAL YEAR

        The fiscal year of the Corporation shall end on the 31st day of December
in each year.

                                   ARTICLE XI

                                WAIVER OF NOTICE

        Whenever any notice whatsoever is required to be given by these By-laws,
by the Certificate or by law, the person entitled thereto may, either before or
after the meeting or other matter in respect of which such notice is to be
given, waive such notice in writing or as otherwise permitted by law, which
shall be filed with or entered upon the records of the meeting or the records
kept with respect to such other matter, as the case may be, and in such event
such notice need not be given to such person and such waiver shall be deemed
equivalent to such notice.




<PAGE>

                                                                              22


                                  ARTICLE XII

                                   AMENDMENTS

        These By-laws may be altered, amended or repealed, in whole or in part,
or new By-laws may be adopted by the stockholders or by the Board at any meeting
thereof in accordance with the terms of Article VI of the Certificate; provided,
however, that notice of such alteration, amendment, repeal or adoption of new
By-laws is contained in the notice of such meeting of the stockholders or in the
notice of such meeting of the Board and, in the latter case, such notice is
given not less than twenty-four hours prior to the meeting.

                                  ARTICLE XIII

                                  MISCELLANEOUS

        Section 1.   Execution of Documents. The Board or any committee thereof
shall designate the officers, employees and agents of the Corporation who shall
have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, notes, checks, drafts and other orders for the payment of money and
other documents for and in the name of the Corporation and may authorize
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation. Such delegation may be by resolution or
otherwise and the authority granted shall be general or confined to specific
matters, all as the Board or any such committee may determine. In the absence of
such designation referred to in the first sentence of this Section, the officers
of the Corporation shall have such power so referred to, to the extent incident
to the normal performance of their duties.

        Section 2.   Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or any committee thereof or any officer of the
Corporation to whom power in respect of financial operations shall have been
delegated by the Board or any such committee or in these By-laws shall select.

        Section 3.   Checks. All checks, drafts and other orders for the payment
of money out of the funds of the Corporation, and all notes or other evidences
of indebtedness of the Corporation, shall be signed on behalf of the Corporation
in such manner as shall from time to time be determined by resolution of the
Board or of any committee thereof or by any officer of the Corporation to whom
power in respect of financial operations shall have been delegated by the Board
or any such committee thereof or as set forth in these By-laws.

        Section 4.   Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board or any committee thereof shall designate the officers of
the Corporation who shall have authority from time to time to appoint an agent
or agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and




<PAGE>

                                                                              23


rights which the Corporation may have as the holder of stock or other securities
in any other corporation or other entity, and to vote or consent in respect of
such stock or securities; such designated officers may instruct the person or
persons so appointed as to the manner of exercising such powers and rights; and
such designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise its said powers
and rights.

        Section 5.   Subject to Law and Certificate of Incorporation. All
powers, duties and responsibilities provided for in these By-laws, whether or
not explicitly so qualified, are qualified by the provisions of the Certificate
and applicable laws.