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                                                                    EXHIBIT 3.3
                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                           THE COSMETIC CENTER, INC.




                                                         Dated:  April 25, 1997


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                               TABLE OF CONTENTS

ARTICLE I     OFFICES

Section 1.    Registered Office...............................................1
Section 2.    Other Offices...................................................1

ARTICLE II    MEETINGS OF STOCKHOLDERS

Section 1.    Place of Meetings...............................................1
Section 2.    Annual Meetings.................................................1
Section 3.    Special Meetings................................................1
Section 4.    Quorum..........................................................2
Section 5.    Proxies.........................................................2
Section 6.    Voting..........................................................2
Section 7.    Organization and Order of Business..............................2
Section 8.    Consent of Stockholders in Lieu of Meeting......................3
Section 9.    List of Stockholders Entitled to Vote...........................3
Section 10.   Stock Ledger....................................................3
Section 11.   Record Date.....................................................3
Section 12.   Inspectors of Election..........................................4

ARTICLE III   DIRECTORS

Section 1.    Number and Election of Directors................................4
Section 2.    Vacancies.......................................................5
Section 3.    Duties and Powers...............................................5
Section 4.    Organization....................................................5
Section 5.    Resignations and Removals of Directors..........................5
Section 6.    Meetings........................................................6
Section 7.    First Yearly Meeting............................................6
Section 8.    Quorum and Manner of Acting.....................................6
Section 9.    Action by Written Consent.......................................6
Section 10.   Meetings by Means of Conference Telephone.......................6
Section 11.   Compensation....................................................6
Section 12.   Interested Directors............................................7

ARTICLE IV    COMMITTEES

Section 1.    How Constituted and Powers......................................7
Section 2.    Executive Committee.............................................8
Section 3.    Organization....................................................8
Section 4.    Meetings........................................................8
Section 5.    Quorum and Manner of Acting.....................................8
Section 6.    General.........................................................8

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ARTICLE V     OFFICERS

Section 1.    Officers........................................................8
Section 2.    Term of Office and Qualifications...............................8
Section 3.    Subordinate Officers............................................9
Section 4.    Removal.........................................................9
Section 5.    Resignations....................................................9
Section 6.    Vacancies.......................................................9
Section 7.    Compensation....................................................9
Section 8.    Chairman of the Board of Directors..............................9
Section 9.    Vice Chairman of the Board of Directors.........................9
Section 10.   President......................................................10
Section 11.   Vice Presidents................................................10
Section 12.   Treasurer......................................................11
Section 13.   Controller.....................................................11
Section 14.   Secretary......................................................11
Section 15.   Duties of Assistant Treasurers, Assistant Secretaries and 
              Other Subordinate Officers.....................................12
Section 16.   Appointed Officers.............................................12

ARTICLE VI    CONTRACTS, VOTING OF STOCK HELD,CHECKS, DRAFTS, BANK ACCOUNTS,
              ETC.

Section 1.    Execution of Contracts.........................................13
Section 2.    Loans and Loan Guarantees......................................13
Section 3.    Voting of Stock Held...........................................13
Section 4.    Checks, Drafts, etc............................................13
Section 5.    Deposits.......................................................14

ARTICLE VII   STOCK AND DIVIDENDS

Section 1.    Form of Certificates...........................................14
Section 2.    Signatures.....................................................14
Section 3.    Lost, Destroyed, Stolen or Mutilated Certificates..............14
Section 4.    Transfers......................................................15
Section 5.    Transfer and Registry Agents...................................15
Section 6.    Beneficial Owners..............................................15
Section 7.    Dividends......................................................15
Section 8.    Limitations on Transfer........................................16

ARTICLE VIII  NOTICES

Section 1.    Notices........................................................16
Section 2.    Waivers of Notice..............................................16


ARTICLE IX    BOOKS

Section 1.    Books..........................................................17
Section 2.    Form of Books..................................................17

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ARTICLE X     INDEMNIFICATION

Section 1.    Power to Indemnify in Actions, Suits or Proceedings other Than 
              Those by or in the Right of the Corporation....................17
Section 2.    Power to Indemnify in Actions, Suits or Proceedings by or in
              the Right of the Corporation...................................18
Section 3.    Authorization of Indemnification...............................18
Section 4.    Good Faith Defined.............................................18
Section 5.    Indemnification by a Court.....................................19
Section 6.    Expenses Payable in Advance....................................19
Section 7.    Nonexclusivity of Indemnification and Advancement of Expenses..19
Section 8.    Insurance......................................................20
Section 9.    Certain Definitions............................................20
Section 10.   Survival of Indemnification and Advancement of Expenses........20
Section 11.   Limitation on Indemnification..................................20
Section 12.   Indemnification of Appointed Officers, Employees and Agents....21

ARTICLE XI    AMENDMENT OF BY-LAWS

Section 1.    Amendment of By-Laws...........................................21
Section 2.    Entire Board of Directors......................................21

ARTICLE XII   GENERAL PROVISIONS

Section 1.    Seal...........................................................21
Section 2.    Fiscal Year....................................................21

<PAGE>

                                    BY-LAWS

                           (as restated and amended)

                                       OF

                           THE COSMETIC CENTER, INC.

                     (hereinafter called the "Corporation")

                                   ARTICLE I

                                    OFFICES
                                    -------

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have 
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders
for the election of directors or for any other purpose shall be held at and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

                  Section 2. Annual Meetings. The Annual Meetings of
Stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect a Board of Directors,
and transact such other business as may properly be brought before the meeting.
Written notice of the Annual Meeting of Stockholders stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

                  Section 3. Special Meetings. Unless otherwise prescribed by
law or by the Certificate of Incorporation, Special Meetings of Stockholders,
for any purpose or purposes, may be called by either (i) the Board of
Directors, (ii) the Chairman of the Board of Directors or (iii) the Chairman of
the Executive Committee of the Board of Directors (if any). Such request shall
state the purpose or purposes of the proposed meeting. Written notice of a
Special Meeting of Stockholders stating the




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place, date and hour of the meeting and the purpose or purposes for which the
meeting is called shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.



                  Section 4. Quorum. Except as otherwise required by law or by
the Certificate of Incorporation, the holders of a majority in total number of
votes of the capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave
less than a quorum. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the Chairman of the meeting or
the holders of a majority in number of votes of the capital stock entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting of the time and place of the adjourned meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally noticed. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a written notice of the adjourned meeting
shall be given to each stockholder entitled to vote at the meeting not less
than ten nor more than sixty days before the date of the meeting.

                  Section 5. Proxies. Any stockholder entitled to vote may do
so in person or by his proxy appointed by an instrument in writing subscribed
by such stockholder or by his attorney thereunto authorized, delivered to the
Secretary of the meeting; provided, however, that no proxy shall be voted or
acted upon after three years from its date, unless said proxy provides for a
longer period. All proxies must be filed with the Secretary of the Corporation
at the beginning of the meeting in order to be counted in any vote at the
meeting.

                  Section 6. Voting. At all meetings of the stockholders at
which a quorum is present, except as otherwise required by law, the Certificate
of Incorporation or these By-Laws, any question brought before any meeting of
stockholders shall be decided by the affirmative vote of the holders of a
majority of the total number of votes of the capital stock present in person or
represented by proxy and entitled to vote thereat voting as a single class. At
the Annual Meeting of Stockholders, or any Special Meeting of Stockholders at
which directors are to be elected, the directors shall be elected by a
plurality vote.

                  Section 7. Organization and Order of Business. At every
meeting of stockholders, the Chairman of the Board of Directors or, in such
person's absence, such person as shall have been designated by the Board of
Directors or, if none, by the Chairman of the Board of Directors, shall act as
Chairman of the meeting. The Secretary or, in such person's absence, an
Assistant Secretary, shall act as Secretary of the meeting. The Chairman of the
meeting shall have the sole authority to prescribe the agenda and rules of
order for the conduct of any Annual or Special Meeting of Stockholders and to
determine all questions arising thereat relating to the order of business and
the conduct of the meeting,

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except as otherwise required by law. Unless otherwise directed by the Chairman
of the meeting, the vote at any meeting of the stockholders need not be by
written ballot. In case none of the officers above designated to act as
Secretary of the meeting shall be present, the Chairman of the meeting or
Secretary of the meeting shall be appointed by vote of a majority of the total
number of votes of the capital stock present in person or represented by proxy
and entitled to vote thereat.

                  Section 8. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing. In the event that the action which is consented to is such as would
have required the filing of a certificate under the General Corporation Law of
the State of Delaware ("DGCL") if such action had been voted on by stockholders
at a meeting thereof, the certificate filed shall state, in lieu of any
statement concerning any vote of stockholders, that written consent and written
notice has been given as provided in this Section 8.

                  Section 9. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

                  Section 10. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 9 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

                  Section 11. Record Date. 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 entitled to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon

                                       3

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which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall not be more than sixty nor less than ten days before the date of
such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice 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; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

                  Section 12. Inspectors of Election. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors of
elections to act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the Chairman of the meeting shall appoint one
or more inspectors to act at the meeting. Unless otherwise required by law,
inspectors may be officers, employees or agents of the Corporation. Each
inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. The inspector shall take
charge of the polls and, when the vote is completed, shall make a certificate
of the result of the vote taken and of such other facts as may be required by
law.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than three members, the exact number of
which shall from time to time be determined by resolution of the Board of
Directors. Except as provided in Section 2 of this Article, directors shall be
elected by the stockholders at the Annual Meetings of Stockholders, and each
director so elected shall hold office until his successor is duly elected and
qualified, or until his death, or until his earlier resignation or removal.
Directors need not be stockholders. The directors shall be classified, with

                                       4
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respect to the time for which they severally hold office, into three classes,
as nearly equal in number as possible, one class to be originally elected for a
term expiring at the annual Stockholders Meeting to be held in 1998, another
class to be originally elected for a term expiring at the annual Stockholders
Meeting to be held in 1999, and another class to be originally elected for a
term expiring at the annual Stockholders Meeting to be held in 2000, with each
director in each class to hold office until his successor is elected and
qualified. At each annual Stockholders Meeting, the successors of the class of
directors whose term expires at the meeting shall be elected to hold office for
a term expiring at the annual Stockholders Meeting held in the third year
following the year of their election, or until each such director's successor
is elected and qualified.

                  Section 2. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, except that any vacancy resulting from
the death, resignation, removal or disqualification of a director elected by
the holders of any class or classes of the stock of the Corporation voting as a
class, or from an increase in the number of directors which such holders are
entitled to elect, may be filled by the affirmative vote of a majority of the
directors elected by such class or classes, or by a sole remaining director so
elected, and each director so chosen shall hold office until his successor is
duly elected and qualified or until his death, or until his earlier resignation
or removal, or disqualification.

                  Section 3. Duties and Powers. The business of the Corporation
shall be managed by or under the direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws required to be exercised or done by the stockholders.

                  Section 4. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in such person's
absence, a director chosen by a majority of the directors present, shall act as
Chairman. The Secretary of the Corporation shall act as Secretary at each
meeting of the Board of Directors. In case the Secretary shall be absent from
any meeting of the Board of Directors, an Assistant Secretary shall perform the
duties of Secretary at such meeting; and in the absence from any such meeting
of the Secretary and all the Assistant Secretaries, the Chairman of the meeting
may appoint any person to act as Secretary of the meeting.

                  Section 5. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving written notice to
the Chairman of the Board of Directors, the Chairman of the Executive Committee
of the Board of Directors (if any), the President or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified
or, if no time is specified, immediately; and, unless otherwise specified in
such notice, the acceptance of such resignation shall not be necessary to make
it effective. Except as otherwise required by law, any director or the entire
Board of Directors may be removed, with or without cause, by the affirmative
vote or written consent of a majority in total voting power of the issued and
outstanding capital stock of the Corporation represented and entitled to vote
in the election of directors.

                                       5
<PAGE>

                  Section 6. Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware. Regular meetings of the Board of Directors may
be held at such time and at such place as may from time to time be determined
by the Board of Directors and, unless required by resolution of the Board of
Directors, without notice. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors, the Chairman of the Executive
Committee of the Board of Directors (if any), or a majority of directors then
in office. Notice thereof stating the place, date and hour of the meeting shall
be given to each director either by mail not less than forty-eight hours before
the date of the meeting; by telephone, telecopy or telegram on twenty-four
hours notice; or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

                  Section 7. First Yearly Meeting. The Board of Directors shall
meet for the purpose of organization, the election of officers and the
transaction of other business, as soon as practicable after each Annual Meeting
of Stockholders, and no notice of such meeting to the existing or newly elected
directors shall be necessary in order to legally constitute the meeting,
provided a quorum is present. Such first meeting may be held at any other time
or place specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or in a waiver of notice thereof.

                  Section 8. Quorum and Manner of Acting. Except as otherwise
required by law, the Certifiate of Incorporation or these By-Laws, at all
meetings of the Board of Directors, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting of the time and place of the adjourned meeting, until a quorum
shall be present.

                  Section 9. Action by Written Consent. Unless otherwise
required by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if all the members of
the Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.

                  Section 10. Meetings by Means of Conference Telephone. Unless
otherwise required by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 10 shall
constitute presence in person at such meeting.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary, or such other emoluments, as the Board of

                                       6
<PAGE>

Directors shall from time to time determine. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Each director who shall serve as a member or Chairman of
special or standing committee may be allowed like compensation for attending
committee meetings.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or officers, are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material facts
as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

                                   ARTICLE IV

                                   COMMITTEES
                                   ----------

                  Section 1. How Constituted and Powers. The Board of Directors
may, by resolution passed by a majority of the entire Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation, except as otherwise provided in these
By-Laws. The Board of Directors may designate one or more directors as
alternate members of any committee who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act in the place of any absent or
disqualified. Each committee, to the extent permitted by law, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation as provided in the
resolution establishing such committee.

                                       7
<PAGE>

                  Section 2. Executive Committee. The Board of Directors may
designate an Executive Committee, to consist of not less than three members of
the Board of Directors, which shall have and may exercise, to the extent
permitted by law, all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation, including, unless otherwise
specified by a resolution or resolutions of the Board of Directors, the power
and authority to declare dividends, to authorize the issuance of stock and to
adopt a certificate of ownership and merger pursuant to Section 253 of the
DGCL.

                  Section 3. Organization. The Board of Directors or each such
committee may choose its Chairman and Secretary, and shall keep and record all
its acts and proceedings and report the same from time to time to the Board of
Directors.

                  Section 4. Meetings. Regular meetings of any such committee,
of which no notice shall be necessary, shall be held at such times and in such
places as shall be fixed by the committee or by the Board of Directors. Special
meetings of any such committee shall be held at the request of any member of
the committee.

                  Section 5. Quorum and Manner of Acting. A majority of the
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of the committee.

                  Section 6. General. The Board of Directors shall have the
power at any time to change the members of, fill vacancies in, and discharge or
disband any such committee, either with or without cause.

                                   ARTICLE V

                                    OFFICERS
                                    --------

                  Section 1. Officers. The Board of Directors shall elect a
Chairman of the Board of Directors, a President, one or more Vice Presidents, a
Treasurer, a Controller and a Secretary. The Board of Directors may designate
one or more Vice Presidents as Senior Executive Vice Presidents, Executive Vice
Presidents or Senior Vice Presidents, and may use such other descriptive words
as it may determine to designate the seniority or areas of special competence
or responsibility of the officers. Any two or more offices may be held by the
same person.

                  Section 2. Term of Office and Qualifications. Each such
officer shall hold office until such officer's successor shall have been duly
chosen and shall qualify, or until such officer's death, resignation or removal
in the manner hereinafter provided. The Chairman of the Board of Directors
shall be chosen from among the directors, but no other officer need be a
director. Each officer shall have such functions or duties as are provided in
these By-Laws, or as the Board of Directors may from time to time determine.


                                       8
<PAGE>


                  Section 3. Subordinate Officers. The Board of Directors may
from time to time elect such other officers or assistant officers as it may
deem necessary, each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these By-Laws, or as the
Board of Directors may from time to time determine.

                  Section 4. Removal. Any officer may be removed, either with
or without cause, by the Board of Directors, and any officer also may be
removed in such other manner as may be specified by the Board of Directors in
the resolution or resolutions electing such officer. Any officer may be
suspended by the Chairman of the Board of Directors either with or without
cause.

                  Section 5. Resignations. Any officer may resign at any time
by giving written notice to the Board of Directors, the Chairman of the Board
of Directors or the Secretary of the Corporation. Any such resignation shall
take effect at the time therein specified or if no time is specified,
immediately; and, unless otherwise specified in such notice, the acceptance of
such resignation shall not be necessary to make it effective.

                  Section 6. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in these By-Laws for the regular election to
that office.

                  Section 7. Compensation. Salaries or other compensation of
the officers may be fixed from time to time by the Board of Directors or any
duly authorized committee of directors and shall be so fixed by the Board of
Directors or such committee as to any officer serving the Corporation as a
director. No officer shall be prevented from receiving proper compensation for
such officer's services by reason of the fact that such officer is also a
director of the Corporation.

                  Section 8. Chairman of the Board of Directors. The Chairman
of the Board of Directors, if present, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors may, with the Treasurer or the Secretary or an Assistant Treasurer or
an Assistant Secretary, sign certificates for stock of the Corporation. The
Chairman of the Board of Directors may enter into and execute in the name of
the Corporation deeds, mortgages, bonds, guarantees, contracts and other
instruments, except in cases where the making and execution thereof shall be
expressly restricted or delegated by the Board of Directors or by a duly
authorized committee of directors or by these By-Laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be made or
executed. In general, the Chairman of the Board of Directors shall have all
authority incident to the office of Chairman of the Board of Directors and
shall have such other authority and perform such other duties as may from time
to time be assigned by the Board of Directors or by any duly authorized
committee of directors.

                  Section 9. Vice Chairman of the Board of Directors. The Vice
Chairman shall be an officer of the Corporation and, in general, the Vice
Chairman will render such services to the



                                       9
<PAGE>

Corporation as are customarily rendered by the Vice Chairman of comparable
publicly held companies. The Vice Chairman also generally shall assist the
Chairman of the Board.

                  Section 10. President. The President shall be the chief
executive officer of the Corporation and shall have general supervision of the
business, affairs and property of the Corporation and over its several
officers, subject, however, to the control of the Board of Directors. The
President also shall be the chief operating officer of the Corporation and,
subject to the direction of the Board of Directors and any duly authorized
committee of directors, shall have general supervision of the operations of the
Corporation. The President may, with the Treasurer or the Secretary or an
Assistant Treasurer or an Assistant Secretary, sign certificates for stock of
the Corporation. The President may enter into and execute in the name of the
Corporation deeds, mortgages, bonds, guarantees, contracts and other
instruments, except in cases where the making and execution thereof shall be
expressly restricted or delegated by the Board of Directors or by a duly
authorized committee of directors, or by these By-Laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be made or
executed. The President shall have the power to fix the compensation of elected
officers whose compensation is not fixed by the Board of Directors or a
committee thereof in accordance with Section 7 of this Article V, and also to
engage, discharge, determine the duties and fix the compensation of all
employees and agents of the Corporation necessary or proper for the transaction
of the business of the Corporation. In general, the President shall have all
authority incident to the office of President, chief executive officer and
chief operating officer and shall have such other authority and perform such
their duties as may from time to time be assigned by the Board of Directors or
by any duly authorized committee of directors.

                  Section 11. Vice Presidents. The Vice Presidents shall have
supervision over the operations of the Corporation within their respective
areas of special competence or responsibility and in accordance with policies,
procedures and practices in effect from time to time, subject, however, to the
control of the Board of Directors, any duly authorized committee of directors,
the Chairman of the Board of Directors, the President and any other officer to
whom they report. They shall, within such areas (in the order of their
designation, or in the absence of such designation, in the order of their
seniority based on title or, in the case of officers of equal title, in order
of their tenure), at the request or in the absence or disability of the
President, perform the duties and exercise the powers of such officer. They
may, with the Treasurer or the Secretary or an Assistant Treasurer or an
Assistant Secretary, sign certificates for stock of the Corporation. They may
enter into and execute in the name of the Corporation deeds, mortgages,
guarantees, bonds, contracts and other instruments, except in cases where the
making and execution thereof shall be expressly restricted or otherwise
delegated by these By-Laws or by the Board of Directors, a duly authorized
committee of directors, the Chairman of the Board of Directors, the President
or any other officer to whom they report, or shall be required by law otherwise
to be made or executed. In general, they shall have all authority incident to
their respective offices and shall have such other authority and perform such
other duties as may from time to time be assigned to them by the Board of
Directors, any duly authorized committee of directors, the Chairman of the
Board of Directors, the President or any other officer to whom they report.

                                      10
<PAGE>

                  Section 12. Treasurer. The Treasurer shall, if required by
the Board of Directors, the Chairman of the Board of Directors, the President
or any other officer to whom the Treasurer reports, give a bond for the
faithful discharge of duties, in such sum and with such sureties as may be so
required. The Treasurer shall have custody of, and be responsible for, all
funds and securities of the Corporation; receive and give receipts for money
due and payable to the Corporation from any source whatsoever; deposit all such
money in the name of the Corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Section
5 of Article VI of these By-Laws; against proper vouchers, cause such funds to
be disbursed by check or draft on the authorized depositories of the
Corporation signed in such manner as shall be determined in accordance with the
provisions of Section 4 of Article VI of these By-Laws and be responsible for
the accuracy of the amounts of all funds so disbursed; regularly enter or cause
to be entered in books to be kept by the Treasurer or under the Treasurer's
direction, full and adequate accounts of all money received and paid by the
Treasurer for the account of the Corporation; have the right to require, from
time to time, reports or statements giving such information as the Treasurer
may determine to be necessary or desirable with respect to any and all
financial transactions of the Corporation from the officers and agents
transacting the same; render to the Board of Directors, any duly authorized
committee of directors, the Chairman of the Board of Directors, the President
or any officer to whom the Treasurer reports, whenever they or any of them,
respectively, shall require the Treasurer so to do, an account of the financial
condition of the Corporation and of all transactions of the Treasurer; exhibit
at all reasonable times the books of accounts and other records provided for
herein to any of the directors of the Corporation; and, in general, have all
authority incident to the office of Treasurer and such other authority and
perform such other duties as from time to time may be assigned by the Board of
Directors, any duly authorized committee of directors, the Chairman of the
Board of Directors, the President or any other officer to whom the Treasurer
reports, and may sign with the Chairman of the Board of Directors, the
President or any Vice President, certificates for stock of the Corporation.

                  Section 13. Controller. The Controller shall be responsible
for preparing and maintaining reasonable and adequate books of account and
other accounting records of the assets, liabilities and transactions of the
Corporation in accordance with generally accepted accounting principles and
procedures, shall see that reasonable and adequate audits thereof are regularly
made and that reasonable and adequate systems of financial control are
maintained, shall examine and certify the financial accounts of the
Corporation, shall prepare and render such budgets and other financial reports
as the Board of Directors, the Chairman of the Board of Directors, the
President or any other officer to whom the Controller reports may require, and
shall, in general, have all authority incident to the office of Controller and
such other authority and perform such other duties as from time to time may be
assigned by the Board of Directors, any duly authorized committee of directors,
the Chairman of the Board of Directors, the President or any other officer to
whom the Controller reports.

                  Section 14. Secretary. The Secretary shall act as Secretary
of all meetings of the stockholders and of the Board of Directors of the
Corporation; shall keep the minutes thereof in the proper book or books to be
provided for that purpose; shall see that all notices required to be given by
the Corporation in connection with meetings of stockholders and of the Board of
Directors are duly

                                      11
<PAGE>

given; may, with the Chairman of the Board of Directors, the President or any
Vice President, sign certificates for stock of the Corporation; shall be the
custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates for stock of the
Corporation and to all documents or instruments requiring the same, the
execution of which on behalf of the Corporation is duly authorized in
accordance with the provisions of these By-Laws; shall have charge of the stock
records and also of the other books, records and papers of the Corporation
relating to its organization and acts as a corporation, and shall see that the
reports, statements and other documents related thereto required by law are
properly kept and filed; and shall, in general, have all authority incident to
the office of Secretary and such other authority and perform such other duties
as from time to time may be assigned by the Board of Directors, any duly
authorized committee of directors, the Chairman of the Board of Directors, the
President or any other officer to whom the Secretary reports.

                  Section 15. Duties of Assistant Treasurers, Assistant
Secretaries and Other Subordinate Officers. The Assistant Treasurers shall,
respectively, if required by the Board of Directors, the Chairman of the Board
of Directors, the President or any other officer to whom they report, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as may be so required. Assistant Treasurers and Assistant Secretaries
may, with the Chairman of the Board of Directors, the President or any Vice
President, sign certificates for stock of the Corporation. Subordinate officers
shall have all authority incident to their respective offices and such other
authority and perform such other duties as shall be assigned to them by the
Board of Directors, any duly authorized committee of directors, the Chairman of
the Board of Directors, the President or the officers to whom they report.

                  Section 16. Appointed Officers. The Chairman of the Board of
Directors and the President may appoint or cause to be appointed, in accordance
with the policies and procedures established by them, such Presidents, Vice
Presidents and other officers of the Divisions, Groups and Staffs of the
Corporation (each an "Appointed Officer") as each of them shall determine to be
necessary or desirable in furtherance of the business and affairs of such
Divisions, Groups and Staffs, may designate such Vice Presidents as Senior
Executive Vice Presidents, Executive Vice Presidents or Senior Vice Presidents,
and may use such other descriptive words as each of them may determine to
designate the seniority or areas of special competence or responsibility of the
Appointed Officers appointed in accordance with this Section 15. Appointed
Officers appointed in accordance with this Section 15 shall not be deemed to be
officers as elsewhere referred to in this Article V or in Article X hereof but
as between themselves and the Corporation shall have such authority and perform
such duties in the management and operations of the Divisions, Groups and
Staffs of the Corporation of which they are appointed officers as the officer
appointing them and the persons to whom they report may from time to time
determine. Such Appointed Officers shall have the authority as between
themselves and third parties to bind the Corporation solely to the extent of
their apparent authority based upon their titles and solely in relation to the
business affairs of the Divisions, Groups and Staffs of which they are
appointed officers.


                                      12
<PAGE>
                                   ARTICLE VI

                        CONTRACTS, VOTING OF STOCK HELD,
                      CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                      -----------------------------------

                  Section 1. Execution of Contracts. The Board of Directors or
any duly authorized committee of directors, except as by these By-Laws
otherwise require, may authorize any officer other than or in addition to the
officers authorized by Article V of these By-Laws, including Appointed
Officers, and any employee or agent or agents, in the name and on behalf of the
Corporation, to enter into and execute any deed, mortgage, bond, guarantee,
contract or other instrument, and any such authority may be general or may be
confined to specific instances or otherwise limited.

                  Section 2. Loans and Loan Guarantees. Any officer, employee
or agent of the Corporation thereunder authorized by the Board of Directors or
by any duly authorized committee of directors may effect in the name and on
behalf of the Corporation, loans or advances from, or guarantees of loans or
advances to, any bank, trust company or other institution or any firm,
corporation or individual, and for such loans and advances or guarantees may
make, execute and deliver promissory notes bonds or other certificates or
evidences of indebtedness or guaranty of the Corporation, and may pledge or
hypothecate or transfer any securities or other property of the Corporation as
security for any such loans, advances or guarantees. Such authority conferred
by the Board of Directors or any duly authorized committee of directors may be
general or may be confined to specific instances or otherwise limited.

                  Section 3. Voting of Stock Held. The Chairman of the Board of
Directors and the President and, unless otherwise provided by resolution of the
Board of Directors or directed by the Chairman of the Board of Directors or the
President, the Secretary may from time to time personally or by an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, cast the votes which the Corporation may be entitled to cast
as a stockholder or otherwise in any other corporation, any of the stock or
securities of which may be held by the Corporation, at meetings of the holders
of the stock or other securities of such other corporations, or consent in
writing to any action by any such other corporation, and may instruct any
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed on behalf of the
Corporation and under its corporate seal, or otherwise, such written proxies,
consents, waivers or other instruments as the Secretary may deem necessary or
proper in the premises; or may attend any meeting of the holders of stock or
other securities of any such other corporation and thereat vote or exercise any
or all other powers of the Corporation as the holder of such stock or other
securities of such other corporation.

                  Section 4. Checks, Drafts, etc. All checks, drafts and other
orders for payment of money out of the funds of the Corporation and all notes
and other evidences of indebtedness of the Corporation shall be signed on
behalf of the Corporation by the Treasurer or an Assistant Treasurer or by any
other officer, employee or agent of the Corporation to whom such power may from
time to

                                      13
<PAGE>

time be delegated by the Board of Directors or any duly authorized committee of
directors or by any officer, employee or agent of the Corporation to whom the
power of delegation may from time to time be granted by the Board of Directors
or any duly authorized committee of directors.

                  Section 5. Deposits. The funds of the Corporation not
otherwise employed shall be deposited from time to time to the order of the
Corporation in such banks, trust companies or other depositories as the Board
of Directors or any duly authorized committee of directors may from time to
time select, or as may be selected by any officer, employee or agent of the
Corporation to whom such power may from time to time be delegated by these
By-Laws, the Board of Directors or any duly authorized committee of directors.

                                  ARTICLE VII

                              STOCK AND DIVIDENDS

                  Section 1. Form of Certificates. (a) Every holder of stock in
the Corporation shall be entitled to have a certificate signed, in the name of
the Corporation (i) by the Chairman of the Board of Directors, the President or
one of the Vice Presidents and (ii) by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation.

                  (b) If the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise required by Section 202 of the DGCL, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

                  Section 2. Signatures. Any or all signatures on the
certificate may be a facsimile. In case an officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, unless otherwise ordered by the Board of Directors, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

                  Section 3. Lost, Destroyed, Stolen or Mutilated Certificates.
The Board of Directors may direct a new certificate to be issued in place of
any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit or such other proof
satisfactory to the Board of Directors of that fact by the person claiming the
certificate of

                                      14
<PAGE>

stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation and its transfer agents and registrars
with respect to the certificate alleged to have been lost, stolen or destroyed
or the issuance of such new certificate.

                  Section 4. Transfers. Except as otherwise prescribed by law
or the Certificate of Incorporation, stock of the Corporation shall be
transferable in the manner prescribed in these By-Laws. Transfers of stock
shall be made on the books of the Corporation only by the person named in the
certificate or by such person's duly authorized attorney appointed by a power
of attorney duly executed and filed with the Secretary of the Corporation or a
transfer agent of the Corporation, and upon surrender of the certificate or
certificates for such stock properly endorsed for transfer and payment of all
necessary transfer taxes; provided, however, that such surrender and
endorsement or payment of taxes shall not be required in any case in which the
officers of the Corporation shall determine to waive such requirement. Every
certificate exchanged, returned or surrendered to the Corporation shall be
marked "Cancelled," with the date of cancellation, by the Secretary or an
Assistant Secretary of the Corporation or the transfer agent thereof. No
transfer of stock shall be valid as against the Corporation, its stockholders
or creditors for any purpose until it shall have been entered in the stock
records of the Corporation by an entry showing from and to whom transferred.

                  Section 5. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and
registry offices or agencies at such place or places as may be determined from
time to time by the Board of Directors.

                  Section 6. Beneficial Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise required by law.

                  Section 7. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the
Corporation's capital stock. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for purchasing
any of the shares of capital stock, warrants, rights, options, bonds,
debentures, notes, scrip or other securities or evidences of indebtedness of
the Corporation, or for equalizing dividends, or for repairing

                                      15
<PAGE>

or maintaining any property of the Corporation, or for any proper purpose, and
the Board of Directors may modify or abolish any such reserve.

                  Section 8. Limitations on Transfer. A written restriction on
the transfer or registration of transfer of a security of the Corporation, if
permitted by Section 202 of the DGCL and noted conspicuously on the certificate
representing the security or, in the case of uncertificated shares, contained
in the notice sent pursuant to Section 151(f) of the DGCL, may be enforced
against the holder of the restricted security or any successor or transferee of
the holder including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing the security
or, in the case of uncertificated shares, contained in the notice sent pursuant
to Section 151(f) of the DGCL, a restriction, even though permitted by Section
202 of the DGCL, is ineffective except against a person with actual knowledge
of the restriction. A restriction on the transfer or registration of transfer
of securities of the Corporation may be imposed either by the Certificate of
Incorporation or by these By-laws or by an agreement among any number of
security holders or among such holders and the Corporation. No restriction so
imposed shall be binding with respect to securities issued prior to the
adoption of the restriction unless the holders of the securities are parties to
an agreement or voted in favor of the restriction.

                                  ARTICLE VIII

                                    NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by courier service, facsimile transmission, telegram,
telex or cable.

                  Section 2. Waivers of Notice. (a) Whenever any notice is
required by law, the Certificate of Incorporation or these By-Laws, to be given
to any director, member of a committee or stockholder, a waiver thereof in
writing, signed, by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting, present by person or represented by proxy,
shall constitute a waiver of notice of such meeting, except where the person
attends the meeting for the express purpose of objecting at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened.



                                      16
<PAGE>

                  (b) Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors or members of
a committee of directors need be specified in any written waiver of notice
unless so required by law, the Certificate of Incorporation or these By-Laws.

                                   ARTICLE IX

                                     BOOKS
                                     -----

                  Section 1. Books. The Corporation shall keep in accordance
with applicable law correct and adequate books and records of account and
minutes of proceedings of the stockholders, the Board of Directors and any
committees of the Board of Directors. The Corporation shall keep in accordance
with applicable law at the office designated in the Certificate of
Incorporation or at the office of the transfer agent or registrar of the
Corporation, a record containing the names and addresses of all stockholders,
the number and class of shares held by each and the dates when they
respectively became the owners of record thereof.

                  Section 2. Form of Books. Any books maintained by the
Corporation, including its stock ledger, books of account and minute books, may
be kept on, or be in the form of, electronic data storage, computer discs,
punch cards, magnetic tape, photographs, microphotographs or any other
information storage device, provided that the records so kept can be converted
into clearly legible written form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect the same.

                                   ARTICLE X

                                INDEMNIFICATION
                                ---------------

                  Section 1 . Power to Indemnify in Actions, Suits or
Proceedings other Than Those by or in the Right of the Corporation. Subject to
Section 3 of this Article X, 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 such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation, and,

                                      17
<PAGE>

with respect to any criminal action or proceeding, had no reasonable cause to
believe such person's 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 such person did not act in good faith and in a manner which such person
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 such person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to Section 3 of this
Article X, 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 such person is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court 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 3. Authorization of Indemnification. Any
indemnification under this Article X (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 or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2, and in each case Section 11, of this Article X, as the
case may be. Such determination shall be made (i) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or
(iii) by the stockholders. To the extent, however, that a director or officer
of the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding described above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith, without the necessity of authorization in the specific
case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article X, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an
independent certified public accountant or by an appraiser or other expert
selected

                                      18
<PAGE>

with reasonable care by the Corporation or another enterprise. The term
"another enterprise" as used in this Section 4 shall mean any other corporation
or any partnership, joint venture, trust, employee benefit plan or other entity
or enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Sections 1 or 2, and in each case Section 11,
of this Article X, as the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article X,
and notwithstanding the absence of any determination thereunder, any director
or officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2, and in each case Section 11, of this Article X. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Sections 1 or 2, and in each case Section 11, of this Article X, as the case
may be. Neither a contrary determination in the specific case under Section 3
of this Article X nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or
officer seeking indemnification has not met any applicable standard of conduct.
Notice of any application for indemnification pursuant to this Section 5 shall
be given to the Corporation promptly upon the filing of such application. If
successful, in whole or in part, the director or officer seeking
indemnification shall also be entitled to be paid the expense of prosecuting
such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative 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 such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the Corporation as
authorized in this Article X.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article X 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, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of
any court of competent jurisdiction or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article X shall be made to the
fullest extent permitted by law. The provisions of this Article X shall not be
deemed to preclude the indemnification of any person who is not specified in
Sections 1 or 2 of this Article X but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

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<PAGE>

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other entity or enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power or the obligation to indemnify such person against such
liability under the provisions of this Article X.

                  Section 9. Certain Definitions. For purposes of this Article
X, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity or enterprise,
shall stand in the same position under the provisions of this Article X with
respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued. For purposes of this Article X, references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article X. For purposes of
this Article X, the term "officers" shall not include "Appointed Officers" as
defined in Section 15 of Article V.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article X shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article X to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

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<PAGE>

                  Section 12. Indemnification of Appointed Officers, Employees
and Agents. The Corporation may, to the extent authorized from time to time by
the Board of Directors, provide rights to indemnification and to the
advancement of expenses to Appointed Officers, employees and agents of the
Corporation similar to those conferred in this Article X to directors and
officers of the Corporation.

                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS
                              --------------------

                  Section 1. Amendment of By-Laws. 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 of Directors; provided, however,
that notice of such alteration, amendment, repeal or adoption of new By-Laws be
contained in the notice of such meeting of stockholders or Board of Directors
as the case may be. All such amendments must be approved by either the
affirmative vote of the holders of a majority in total number of votes of the
outstanding capital stock entitled to vote thereon or by a majority of the
directors then in office.

                  Section 2. Entire Board of Directors. As used in this Article
XI and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no
vacancies.

                                  ARTICLE XII

                               GENERAL PROVISIONS
                               ------------------

                  Section 1. Seal. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall bear the name
of the Corporation, the year of its incorporation and the word "Delaware." The
Seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

                  Section 2. Fiscal Year. The fiscal year of the Corporation
shall be determined and may be changed by resolution of the Board of Directors,
and unless and until otherwise so determined, shall be the calendar year.


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