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                                                                    EXHIBIT 3(b)
 
                                    BY-LAWS
 
                                       OF
 
                             GENERAL RE CORPORATION
 
                                   AS AMENDED
 
                               SEPTEMBER 13, 1995
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                                    BY-LAWS

                                       OF

                             GENERAL RE CORPORATION


                                   ARTICLE I

                            Meetings of Stockholders

                 Section 1.1  Annual Meetings.  The annual meeting of the
stockholders for the election of directors and for the transaction of such
other business as properly may come before such meeting shall be held on such
date and at such time and place within or without the State of Delaware as may
be designated by the Board of Directors.

                 Section 1.2  Special Meetings.  Except as otherwise provided
in Article VII of the Certificate of Incorporation of the Corporation, special
meetings of the stockholders for any proper purpose or purposes may be called
only by the Board of Directors, pursuant to a resolution adopted by the Board
of Directors, to be held on such date and at such time and place within or
without the State of Delaware as the Board of Directors shall direct.

                 Section 1.3  Notice of Meeting.  Written notice, signed by the
Chairman of the Board, the President, or the Secretary or an Assistant
Secretary, of every meeting of stockholders stating the purpose or purposes for
which the meeting is called, and the date and time when, and the place where,
it is to be held shall be given either personally or by mail, to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the meeting, except as otherwise provided by
statute.  If mailed, such notice shall be directed to a stockholder at his
address as it shall appear on the stock books of the Corporation, unless he
shall have filed with the Secretary a written request that notices intended for
him be mailed to some other address, in which case it shall be mailed to the
address designated in such request.

                 Section 1.4  Quorum.  The presence at any meeting, in person
or by proxy, of the holders of record of a majority of the shares then issued
and outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business, except where provided
otherwise by statute.

                 Section 1.5  Adjournments.  In the absence of a quorum, a
majority in interest of the stockholders entitled to vote, present in person or
by proxy, or, if no stockholder entitled to vote is present in person or by
proxy, any officer entitled to preside or act as secretary of such meeting, may
adjourn the meeting from time to time until a quorum shall be present.


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                   Section 1.6  Voting.  Directors shall be chosen in
accordance with Section 2.2 hereof, and, except where otherwise provided by
statute, the Certificate of Incorporation of the Corporation, or these By-laws,
all other questions shall be determined by a majority of the votes cast on such
question.

                   Section 1.7  Proxies.  Any stockholder entitled to vote may
vote by proxy, provided that the instrument authorizing such Proxy to act,
shall have been executed in writing (which shall include telegraphing or
cabling) by the stockholder himself or by his duly authorized attorney.

                   Section 1.8  Judges of Election.  The Board of Directors may
appoint Judges of Election to serve at any election of directors and at
balloting on any other matter that may properly come before a meeting of
stockholders.  If no such appointment shall be made, or if any of the Judges so
appointed shall fail to attend, or refuse or be unable to serve, then such
appointment may be made by the presiding officer at the meeting.

                 Section 1.9.     Shareholder Proposed Business at Annual
Meetings.  No business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (c) otherwise properly brought before
the annual meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 1.9 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 1.9.

                 In addition to any other applicable requirement, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.

                 To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the date of the annual meeting;  provided,  however, that in the event that
less than seventy (70) days' notice or prior public disclosure of the date of
the annual meeting is given or made to stockholders, notice by the stockholder
in order to be timely must be so received not later than the close of business
on the seventh (7th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs.

                 To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting


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(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 record address of such stockholder, (iii) the class or series
and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (v) a representation that  such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

                 No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 1.9, provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 1.9 shall be deemed to preclude
discussion by any stockholder of any such business.   If the presiding officer
of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the presiding
officer shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.


                                   ARTICLE II

                               Board of Directors

                   Section 2.1  Number.  The number of directors which shall
constitute the whole Board of Directors shall not be less than nine (9) nor
more than twenty-one (21) and shall be established from time to time by the
affirmative vote of (i) a majority of the directors in office at the time of
such vote, or (ii) the holders of 60% in interest of the outstanding Voting
Shares (as defined in the Certificate of Incorporation of the Corporation) of
the Corporation (considered for this purpose as one class) including the
holders of 60% in interest of the outstanding Voting Shares of the Corporation
held by persons other than an Interested Stockholder (as defined in the
Certificate of Incorporation of the Corporation).  When the number of directors
is changed, any increase or decrease in the number of directorships shall be
apportioned among the classes so as to make all classes as equal in number as
possible, provided, however, that no reduction in the number of directors shall
have the effect of shortening the term of any incumbent director.

                   Section 2.2  Term of Office.  Directors shall be classified
by dividing them into three classes, each consisting as nearly as possible of
an equal number of members.  At each annual meeting of stockholders, one class
of directors shall be elected by a majority of the votes cast to hold office
for a term of three years, and until their successors are elected or until the
earliest of the following:


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                   (a) The Annual Meeting of Stockholders next following the
                       individual Director's 72nd birthday;

                   (b) Resignation in accordance with Section 2.7 hereof;

                   (c) Removal in accordance with Section 2.8 hereof; or

                   (d) Ineligibility in accordance with Section 2.10 hereof.

                   Section 2.3  Chairman of the Board of Directors.  At the
first meeting of the Board of Directors at which a quorum thereof shall be
present after the election of Directors at the annual meeting of stockholders,
a Chairman of the Board of Directors shall be elected from the members thereof
by a vote of the majority of those directors present.  The term of the Chairman
of the Board of Directors shall be for one year except that he shall serve
until his successor has been duly elected and qualified.

                   The Chairman of the Board may be removed from the
Chairmanship at any time, either with or without cause, by a vote of a majority
of all the directors then in office.  Such removal shall not affect his status
as a member of the Board.

                   The Chairman of the Board shall preside at all meetings of
the stockholders and of the Board of Directors.  By virtue of his office he
shall be a member of the Executive and Finance Committees.  He shall make
reports to the directors and stockholders and shall perform all such other
duties as are incident to his office or required of him by the Board of
Directors and by the Executive and Finance Committees.

                   Section 2.4  Vacancies and Additional Directorships.  Except
as otherwise fixed pursuant to the provisions of the Certificate of
Incorporation of the Corporation with respect to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to select directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled
solely by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors.  Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified, or until his resignation under
Section 2.7 hereof or his death, or his removal under the provisions of Section
2.8 hereof, or his ineligibility under the provisions of Section 2.10 hereof.

                   Section 2.5  Meetings.  A meeting of the Board of Directors
shall be held for organization, for the election of officers and for the
transaction of such other


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business as may properly come before the meeting, within sixty (60) days after
each annual election of directors.

                   The Board of Directors by resolution may provide for the
holding of regular meetings and may fix the times and places at which such
meetings shall be held.  Notice of regular meetings shall not be required to be
given, provided that whenever the time or place of regular meetings shall be
fixed or changed, notice of such action shall be mailed promptly to each
director who shall not have been present at the meeting at which such action
was taken, addressed to him at his residence or usual place of business.

                   Special meetings of the Board of Directors may be called by
the Chairman of the Board, the President, or any two (2) directors.  Except as
otherwise required by statute, notice of each special meeting shall be mailed
to each director, addressed to him at his residence or usual place of business,
or shall be sent to him at such place by telegram, radio or cable, telephoned
or delivered to him personally, not later than two (2) days before the day on
which the meeting is to be held.  Such notice shall state the time and place of
such meeting, but unless otherwise required by statute, the Certificate of
Incorporation of the Corporation or these By-laws, need not state the purposes
thereof.

                   Notice of any meeting need not be given to any director who
shall attend such meeting in person or who shall waive notice thereof, before
or after such meeting, in writing or by telegram, radio or cable.

                   Section 2.6  Quorum.  One-third of the total number of
members of the Board of Directors as constituted from time to time, but not
less than five (5), shall be necessary and sufficient to constitute a quorum
for the transaction of business.  In the absence of a quorum, a majority of
those present at the time and place of any meeting may adjourn the meeting from
time to time until a quorum shall be present and the meeting may be held as
adjourned without further notice or waiver.  A majority of those present at any
meeting at which a quorum is present may decide any question brought before
such meeting, except as otherwise provided by law, the Certificate of
Incorporation of the Corporation or by these By-laws.

                   Section 2.7  Resignation of Directors.  Any director may
resign at any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the President, or the Secretary.  Any
such resignation shall take effect at the time specified therein or, if no time
be specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                   Section 2.8  Removal of Directors.  At any special meeting
of the stockholders, duly called as provided in these By-laws, any director or
directors including the Chairman of the Board may be removed from office
pursuant to Article VI


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of the Certificate of Incorporation of the Corporation.  At such meeting a
successor or successors may be elected in the manner provided in Section 1.6 or
if any such vacancy is not so filled, it may be filled by the directors as
provided in Section 2.4.

                   Section 2.9  Compensation of Directors.  Directors shall
receive such reasonable compensation for their services as such, whether in the
form of salary or a fixed fee for attendance at meetings, with expenses, if
any, as the Board of Directors may from time to time determine.  Nothing herein
contained shall be construed to preclude any directors from serving the
Corporation in any other capacity and receiving compensation therefor.

                   Section 2.10  Eligibility.  No person shall be eligible to
hold the office of Director before he has attained the age of 21 years.

                   Any employee of the Corporation or of any affiliated
corporation who also serves as a Director will cease to be a Director if he
ceases to be an employee after May 1, 1984.

                   Such an employee Director shall be ineligible to serve as a
Director after the termination of his employment except in the case of the
Chief Executive Officer who shall become ineligible upon the second anniversary
of the termination of his employment as Chief Executive Officer.

                   Section 2.11  Nomination of Directors.  Nominations for
election to the Board of Directors of the Corporation at a meeting of the
stockholders may be made by the Board of Directors, or on behalf of the Board
of Directors by any nominating committee appointed by the Board of Directors,
or by any stockholder of the Corporation entitled to vote for the election of
directors at such meeting.  Such nominations, other than those made by or on
behalf of the Board, shall be made by notice in writing delivered or mailed by
first class United States mail, postage prepaid, to the Secretary of the
Corporation, and received by him not less than sixty (60) days nor more than
ninety (90) days prior to any meeting of the stockholders called for the
purpose of electing directors; provided, however, that if less than thirty-five
(35) days' notice of the meeting is given to the stockholders, such nomination
shall have been mailed or delivered to the Secretary of the Corporation not
later than the close of business on the seventh (7th) day following the day on
which the notice of meeting was mailed.  Such notice shall set forth as to each
proposed nominee who is not an incumbent director (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of each class of stock of the Corporation which are
beneficially owned by each such nominee and by the nominating stockholder, and
(iv) any other information concerning the nominee that must be disclosed of
nominees in proxy solicitations pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended.  Such notice shall be accompanied by the
written consent of each proposed nominee to serve as a director of the
Corporation, if so


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elected.  No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth
herein.

                   The presiding officer of the meeting may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

                   Section 2.12  Election by Holders of Preferred Stock.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorship shall be governed by the
terms applicable thereto, and such directors so elected shall not be divided
into classes pursuant to these By-laws unless expressly provided by such terms.

                                  ARTICLE III

                            Committees of the Board

                   Section 3.1  Committees.  The Board of Directors shall have
power to constitute and appoint such committees from their members as in its
judgment may be advantageous or desirable for the transaction of the business
of the Corporation.  The Board shall delineate the functions and authority of
each committee, provided, however, that such committees shall have no power to
amend these by-laws or to alter the number of directors.  Said Committees may
adopt their own rules of procedure, elect their own respective Chairman, and
may hold their respective meetings at such times and at such place or places as
they may find convenient.


                   Section 3.2  Removal.  Any member of any Committee may be
removed at any time by the Board of Directors with or without cause.

                   Section 3.3  Compensation.  Committee members shall receive
such reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine.  Nothing herein contained
shall be construed to preclude any committee member from serving the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                    Officers

                    Section 4.1 Election.  The Board of Directors shall elect a
Chairman of the Board, a President, a Treasurer and a Secretary and may elect
one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents
and a Comptroller.  Such officers


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shall be elected at the next regular meeting of the Board of Directors after
the annual meeting of the stockholders and shall perform such duties as may be
designated by these By-laws or by the Board of Directors.  The Board of
Directors may also elect from its membership one or more directors to serve as
Vice-Chairman.

                 All elected officers shall hold office for one year and until
their successors shall be elected and qualified or until their death,
resignation or removal.  One person may hold more than one office except that
the offices of Chairman of the Board and Secretary or President and Secretary
may not be held by the same person.  A vacancy in any office may be filled for
the unexpired term by the Board of Directors or by the Executive Committee at
any regular meeting or at any special meeting of either the Board of Directors
or the Executive Committee called for that purpose.  The Chairman of the Board
shall be a director, but the other officers need not be directors.  Either the
Chairman of the Board or the President shall be designated Chief Executive
Officer.  The Chief Executive Officer may from time to time appoint other
officers who shall hold office at his pleasure and who shall perform such
duties as he may designate.  Whenever in these By-laws the term Secretary shall
be used, it shall be deemed to apply to the elected Secretary unless the
context shall clearly otherwise indicate.

                 Section 4.2 Chief Executive Officer.  The Chief Executive
Officer shall preside at all meetings of the stockholders.  By virtue of his
office he shall be a member of the Executive and Finance Committees.  He shall
make reports to the stockholders and shall perform such other duties as shall
be required of him by the Board of Directors and by the Executive and Finance
Committees.

                 Section 4.3 Chairman of the Board.  The Chairman of the Board
shall be an executive officer and shall perform such duties as shall be
required of him by the Chief Executive Officer.

                 Section 4.4 President.  The President shall be subject to the
direction and supervision of the Chief Executive Officer, exercise general
supervision with respect to the operations of the Corporation and perform such
duties as shall be required of him by the Chief Executive Officer.

                 Section 4.5 Vice Chairman.  The Vice Chairman shall be an
executive officer of the Corporation and shall perform such duties as shall be
required of him by the Chief Executive Officer.

                 Section 4.6 Executive Vice Presidents, Senior Vice Presidents
and Vice Presidents.  The Executive Vice Presidents, the Senior Vice
Presidents, the Vice Presidents and each of them, shall aid the Chief Executive
Officer and the President in their duties and advise with them regarding the
general interests of the Corporation, and shall perform all such other duties
as are incident to the office of Executive Vice President, Senior Vice
President or Vice President or required of them by the Chief Executive
Officer or the President. In the absence or incapacity of the Chief Executive

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Officer, the President, and the Vice Chairman, the Board of Directors or the
Executive Committee shall designate one of the Executive Vice Presidents,
Senior Vice Presidents or Vice Presidents who shall discharge the duties of the
President with the same force and effect as if performed by the President.

                 Section 4.7 Secretary.  The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders, directors and committees,
and all other notices required by law or by these By-laws, and in case of his
absence or refusal or neglect to do so any such notice may be given by any
person thereunto directed by the Chief Executive Officer, or by the President,
or by the directors upon whose requisition the meeting is called as provided in
these By-laws.  He shall record or cause to be recorded all proceedings of the
meetings of the stockholders and of the directors, and of the various
committees.  He shall have custody of the corporate seal, and shall affix the
same to all instruments requiring it when authorized by the Board of Directors,
the Chief Executive Officer, the President or the Executive Committee.  He
shall perform such other duties as may be assigned to him from time to time by
the Chief Executive Officer or the President.  If any Assistant Secretaries are
appointed pursuant to the provisions of Article IV, Section 4.1 of these
By-laws, such Assistant Secretaries shall have the power to perform any or all
of the duties of the elected Secretary and their actions in so doing shall be
binding on the Corporation.  They shall in addition perform such duties as may
be assigned to them from time to time by the Chief Executive Officer or
President.

                 Section 4.8 Treasurer.  Subject to the authority and control
of the Board of Directors or of the Chairman of the Board, the Treasurer shall
have supervision of the custody of the funds of the Corporation, and of all
bonds, mortgages, notes, securities and other effects of the Corporation, and
shall deposit the same or cause the same to be deposited to the account of the
Corporation in such depositories as may be designated by the Board of Directors
or the Executive Committee.  He shall have charge of the books of account and
the accounting records and statements of the Corporation with respect to all of
its business and affairs.  He shall perform such other duties as may be
assigned to him from time to time by the Chief Executive Officer or the
President.

                 Section 4.9 Removal.  Any officer specifically elected
pursuant to the provisions of Section 4.1 may be removed at any time, either
with or without cause, at any meeting of the Board of Directors by the vote of
a majority of all the directors then in office.  Any officer or agent appointed
in accordance with the provisions of Section 4.1 may be removed, either with or
without cause, by the Board of Directors at any meeting, by the vote of a
majority of the directors present at such meeting, or by any superior officer
or agent upon whom such power of removal shall have been conferred by the Board
of Directors.

                 Section 4.10 Vacancies.  A vacancy in any office by reason of
death, resignation, removal, disqualification or any other cause shall be
filled for the unexpired portion of the term in the manner prescribed by these
By-laws for regular election or appointment to such office.


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                                   ARTICLE V
          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

                 Section 5.1.   The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he 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, or is or was an agent of
the Corporation whose contract specifies that he is entitled to indemnification
under these By-laws, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful.   The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                   Section 5.2.    The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he 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, or is or
was an agent of the Corporation whose contract specifies that he is entitled to
indemnification under these By-laws,  against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                   Section 5.3  To the extent that such director, officer,
employee or agent has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 5.1 or 5.2, or in defense
of any claim, issue or matter


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therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

                   Section 5.4  Any indemnification under Sections 5.1 or 5.2
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 5.1 and 5.2.  Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion or (3) by the stockholders.

                   Section 5.5  Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in these By-laws.

                   Section 5.6  The indemnification and advancement of expenses
provided by or granted pursuant to the other sections of these By-laws shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office.

                   Section 5.7  The Corporation, when authorized by the Board
of Directors, shall purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against 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 to indemnify him against such liability under
the provisions of these By-laws.

                   Section 5.8  The indemnification and advancement of expenses
provided by, or granted pursuant to, these By-laws shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


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                                   ARTICLE VI

                    Execution of Instruments and Deposit of
                                Corporate Funds

                   Section 6.1  Execution of Instruments Generally.  The
Chairman of the Board, the President, any Vice President, the Secretary or the
Treasurer may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation.  The Board of Directors may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation, and such authorization may be general or confined to specific
instances.

                   Section 6.2  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to its credit in such
banks or trust companies or with such bankers or other depositories as the
Board of Directors may select, or as may be selected by any officer or officers
or agent or agents authorized so to do by the Board of Directors.  Endorsements
for deposit to the credit of the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of Directors from time
to time may determine.

                   Section 6.3  Checks, Drafts, etc.  All checks, drafts or
other orders for the payment of money, and all notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such
officer or officers or agent or agents of the Corporation, and in such manner,
as from time to time shall be determined by the Board of Directors.

                   Section 6.4  Proxies.  Proxies to vote with respect to
shares of stock of other corporations owned by or standing in the name of the
Corporation may be executed and delivered from time to time on behalf of the
Corporation by the Chairman of the Board, the President or a Vice President or
by any other person or persons thereunto authorized by the Board of Directors.


                                  ARTICLE VII

                                  Record Dates

                   Section 7.1  In order that the Corporation may determine the
stockholders entitled to notice of, or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a


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meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date which
shall not be more than sixty (60) nor less than ten (10) days before the date
of such meeting, nor more than sixty (60) days prior to any other action.  Only
those stockholders of record on the date so fixed shall be entitled to any of
the foregoing rights, notwithstanding the transfer of any such stock on the
books of the Corporation after any such record date fixed by the Board of
Directors.

                                  ARTICLE VIII

                                 Corporate Seal

                   Section 8.1  The Corporate seal shall be circular in form
and shall bear the name of the Corporation and words and figures denoting its
organization under the laws of the State of Delaware and the year thereof and
otherwise shall be in such form as shall be approved from time to time by the
Board of Directors.


                                   ARTICLE IX

                                  Fiscal Year

  Section 9.1  The fiscal year of the Corporation shall be the calendar year.


                                   ARTICLE X

                                   Amendments

                   Section 10. 1  Except as otherwise provided in this Section
10.1, all By-laws of the Corporation may be amended, altered or repealed and
new By-laws may be made by the affirmative vote of at least a majority of the
Board of Directors (including, in the event there exists an Interested
Stockholder, a majority of Continuing Directors, as such terms are defined in
the Certificate of Incorporation of the Corporation), cast at any regular or
special meeting at which a quorum is present, or by the affirmative vote of
such sufficient proportion of stockholders, cast at any special or annual
meeting of stockholders, at which a quorum is present, provided in Article XII
of the Certificate of Incorporation of the Corporation.  Notwithstanding the
foregoing, the provisions of Section 1.2, Section 2.1, Section 2.2, Section
2.4, Section 2.11 or this Section 10.1 of these By-laws shall not be amended,
altered or repealed, nor shall any new provision inconsistent therewith be
adopted, except by the affirmative vote of such sufficient proportion of
stockholders, cast at any special or annual meeting of stockholders, at


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<PAGE>   15
which a quorum is present, provided in Article XII of the Certificate of
Incorporation of the Corporation.


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