<PAGE>



                                                                    Exhibit 3(d)

                          RESTATED AND AMENDED BY-LAWS

                                       OF

                               ANDOVER TOGS, INC.

                (Formed under the laws of the State of Delaware)

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1. ANNUAL MEETING. A meeting of the stockholders shall be held
annually for the election of directors and the transaction of other business on
such date in each year as may be determined by the Board of Directors.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Board of Directors or by the Chairman of the Board or the
President and shall be called by the Board upon the written request of the
holders of record of a majority of the outstanding shares of the Corporation
entitled to vote at the meeting requested to be called. Such request shall state
the purpose or purposes of the proposed meeting.

         SECTION 3. PLACE OF MEETINGS. Meetings of stockholders shall be held at
such place, within or without the State of Delaware, as may be fixed by the
Board of Directors. If no place is so fixed, such meetings shall be held at the
office of the Corporation in the State of Delaware.

         SECTION 4. NOTICE OF MEETINGS. Notice of each meeting of stockholders
shall be given in writing and shall state the place, date and hour of the
meeting and in the case of a special meeting, the purpose or purposes for which
the meeting is called. Notice of a special meeting shall indicate that it is
being issued by or at the direction of the person or persons calling or
requesting the meeting.

         If, at any meeting, action is proposed to be taken which would, if
taken, entitle objecting stockholders to receive payment for their shares, the
notice shall include a statement of that proposal and to that effect.

         A copy of the notice of each meeting shall be given, personally or by
first class mail, not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice is given when deposited in the United States mail, with postage thereon
prepaid, directed to the stockholder at his address as it appears on the record
of stockholders. In the event of a change of address, he shall file with the
Secretary of the Corporation a written request that his address be changed in
the records of the Corporation, in which event notices to him shall be directed
to him at such other address.

         When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if, after the adjournment, the Board of Directors fixes a new record
date for the adjourned meeting, or if the adjournment is for more than 30 days,
a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.




<PAGE>
<PAGE>





         SECTION 5. WAIVER OF NOTICE. Notice of a meeting need not be given to
any stockholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.

         SECTION 6. INSPECTORS OF ELECTION. The Board of Directors, in advance
of any stockholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a stockholders' meeting may, and on the request of any
stockholder entitled to vote thereat shall, appoint two inspectors. In case any
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts
stated and of the vote as certified by them.

         SECTION 7. LIST OF STOCKHOLDERS AT MEETINGS. A list of stockholders as
of the record date, certified by the Secretary or any Assistant Secretary or by
a transfer agent, shall be prepared at least 10 days prior to each meeting. Such
list shall be open to the examination of any stockholder for purposes germane to
the meeting and may be inspected by any stockholder who is present. If the right
to vote at any meeting is challenged, the inspectors of election, or person
presiding thereat, shall require such list of stockholders to be produced as
evidence of the right of the persons challenged to vote at such meeting, and all
persons who appear from such list to be stockholders entitled to vote thereat
may vote at such meeting.

         SECTION 8. QUALIFICATION OF VOTERS. Unless otherwise provided in the
certificate of incorporation, every stockholder of record shall be entitled at
every meeting of stockholders to one vote for every share standing in his name
on the record of stockholders.

         Treasury shares as of the record date and shares held as of the record
date by another domestic or foreign corporation of any type or kind, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held as of the record date by the Corporation, shall not be
shares entitled to vote or to be counted in determining the total number of
outstanding shares.

         Shares held by an administrator, executor, guardian, conservator,
committee, trustee or other fiduciary may be voted by him, either in person or
by proxy, without transfer of such shares into his name.

         Shares standing in the name of another domestic or foreign corporation
of any type or kind may be voted by such officer, agent or proxy as the by-laws
of


                                        2



<PAGE>
<PAGE>




such corporation may provide, or, in the absence of such provision, as the board
of directors of such corporation may determine.

         A stockholder shall not sell his vote or issue a proxy to vote to any
person for any sum of money or anything of value except as permitted by law.

         SECTION 9. QUORUM OF STOCKHOLDERS. The holders of a majority of the
shares entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business, provided that when a specified
item of business is required to be voted on by a class or series, voting as a
class, the holders of a majority of the shares of such class or series shall
constitute a quorum for the transaction of such specified item of business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders who are present in person or by proxy and who are
entitled to vote may, by a majority of votes cast, adjourn the meeting despite
the absence of a quorum.

         SECTION 10. PROXIES. Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

         Every proxy must be signed by the stockholder or his attorney-in-fact.
No proxy shall be valid after the expiration of three years from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the stockholder executing it, except as otherwise provided by
law.

         Except as otherwise required by applicable law, the authority of the
holder of a proxy to act shall not be revoked by the incompetence or death of
the stockholder who executed the proxy unless, before the authority is
exercised, written notice of an adjudication of such incompetence or of such
death is received by the Secretary or any Assistant Secretary.

         SECTION 11. VOTE OR CONSENT OF STOCKHOLDERS. Directors shall, except as
otherwise required by law, be elected by a plurality of the votes cast at a
meeting of stockholders by the holders of shares entitled to vote in the
election.

         Whenever any corporate action, other than the election of directors, is
to be taken by vote of stockholders, it shall, except as otherwise required by
law, be authorized by a majority of the votes cast at a meeting of stockholders
by the holders of shares entitled to vote thereon.

         Whenever stockholders are required or permitted to take any action by
vote, such action may be taken without a meeting, without prior notice and
without a vote, on written consent, setting forth the action so taken, 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. Written
consent thus given by such holders so entitled to vote shall have the same
effect as a vote of stockholders at a meeting duly called and held. Prompt
notice of the taking of such action without a meeting by less than the unanimous
consent of all stockholders shall be given to those stockholders who did not
consent in writing.

         SECTION 12. FIXING RECORD DATE. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the


                                        3



<PAGE>
<PAGE>




purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of stockholders. Such date shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action.

         When a determination of stockholders of record entitled to notice of or
to vote at any meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date for the adjourned meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1. POWER OF BOARD AND QUALIFICATION OF DIRECTORS. The business
of the Corporation shall be managed by the Board of Directors. Each director
shall be at least 18 years of age.

         SECTION 2. NUMBER OF DIRECTORS. The number of directors constituting
the entire Board of Directors shall be the number, not less than three nor more
than 15, fixed from time to time by a majority of the total number of directors
which the Corporation would have, prior to any increase or decrease, if there
were no vacancies, provided, however, that no decrease shall shorten the term of
an incumbent director. Until otherwise fixed by the directors, the number of
directors constituting the entire Board shall be three.

         SECTION 3. ELECTION AND TERM OF DIRECTORS. At each annual meeting of
stockholders, directors shall be elected to hold office until the next annual
meeting of stockholders and until their successors have been elected and qualify
or until their respective deaths, resignations or removals in the manner
hereinafter provided.

         SECTION 4. QUORUM OF DIRECTORS AND ACTION BY THE BOARD. A majority of
the entire Board of Directors shall constitute a quorum for the transaction of
business, and, except where otherwise provided by these by-laws, the vote of a
majority of the directors present at a meeting at the time of such vote, if a
quorum is then present, shall be the act of the Board.

         Any action required or permitted to be taken by the Board of Directors
or any committee thereof may be taken without a meeting if all members of the
Board or the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consent thereto by the
members of the Board or committee shall be filed with the minutes of the
proceedings of the Board or committee.

         SECTION 5. MEETINGS OF THE BOARD. An annual meeting of the Board of
Directors shall be held in each year directly after the annual meeting of
stockholders. Regular meetings of the Board shall be held at such times as may
be fixed by the Board. Special meetings of the Board may be held at any time
upon the call of the Chairman or the President or any two directors.

         Meetings of the Board of Directors shall be held at such places as may
be fixed by the Board for annual and regular meetings and in the notice of
meeting for special meetings. If no place is so fixed, meetings of the Board
shall be held at the office of the Corporation.

         No notice need be given of annual or regular meetings of the Board of
Directors. Notice of each special meeting of the Board shall be given to each
director either by mail not later than noon, Eastern time, on the third day
prior to the meeting or by telegram, facsimile transmission, written message or
orally


                                        4



<PAGE>
<PAGE>




to the director not later than noon, Eastern time, on the day prior to the
meeting. Notice is deemed to have been given: by mail, when deposited in the
United States mail; or by telegram, facsimile transmission or messenger at the
time of receipt. Notices by mail, telegram, facsimile transmission or messenger
shall be sent to each director at the address or number designated by him for
the purpose, or, if none has been so designated, at his last known residence or
business address.

         Notice of a meeting of the Board of Directors need not to be given to
any director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.

         A notice, or waiver of notice, need not specify the purpose of any
meeting of the Board of Directors.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of any
adjournment of a meeting to another time or place shall be given, in the manner
described above, to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

         SECTION 6. RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the President
or to the Secretary of the Corporation. Such resignation shall take effect at
the time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         SECTION 7. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed with or without cause by vote of the stockholders.

         SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the removal
of directors by stockholders may be filled by vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring as a result of the removal of directors by stockholders shall be
filled by the stockholders. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of his predecessor.

         SECTION 9. EXECUTIVE AND OTHER COMMITTEES OF DIRECTORS. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees
each consisting of one or more directors and each of which, to the extent
provided in the resolution, shall have all the authority of the Board, except
that no such committee shall have authority as to the following matters:

             (1)  The submission to stockholders of any action that needs
                  stockholders' approval;
                 
             (2)  The amendment of the Certificate of Incorporation;
             (3)  The filling of vacancies in the Board or in any committee;
             (4)  The fixing of compensation of the directors for serving on the
                  Board or on any committee;
                 
             (5)  The amendment or repeal of the by-laws, or the adoption of new
                  by-laws;
                 
             (6)  The amendment or repeal of any resolution of the Board which,
                  by its terms, shall not be so amendable or repealable;
                 
             (7)  The removal or indemnification of directors; or unless the
                  resolution, these by-laws or the Certificate of Incorporation
                  otherwise provides;
                 
             (8)  The declaration of a dividend;
                

                                        5



<PAGE>
<PAGE>




             (9)  The issuance of stock; or

             (10) The adoption of a certificate of ownership and merger pursuant
                  to Section 253 of the General Corporation Law.

         The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace any absent member or members at
any meeting of such committee.

         Unless a greater proportion is required by the resolution designating a
committee, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at a meeting at the time of such vote,
if a quorum is then present, shall be the act of such committee.

         Each such committee shall serve at the pleasure of the Board of
Directors.

         SECTION 10. COMPENSATION OF DIRECTORS. The Board of Directors shall
have authority to fix the compensation of directors for services in any
capacity.

                                   ARTICLE III

                                    OFFICERS

         SECTION 1. OFFICERS. The Board of Directors, as soon as may be
practicable after the annual election of directors, shall elect a Chairman of
the Board, a President, a Secretary and a Treasurer, and from time to time may
elect or appoint one or more Vice Presidents or such other officers as it may
determine. Any two or more offices may be held by the same person. The Board of
Directors may also elect additional Vice-Presidents, one or more Assistant
Secretaries and Assistant Treasurers.

         SECTION 2. OTHER OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

         SECTION 3. COMPENSATION. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

         SECTION 4. TERM OF OFFICE AND REMOVAL. Each officer shall hold office
for the term for which he is elected or appointed, and until his successor has
been elected or appointed and qualified. Unless otherwise provided in the
resolution of the Board of Directors electing or appointing an officer, his term
of office shall extend to and expire at the meeting of the Board following the
next annual meeting of stockholders. Any officer may be removed by the Board,
with or without cause, at any time. Removal of an officer without cause shall be
without prejudice to his contract rights, if any, and the election or
appointment of an officer shall not of itself create contract rights.

         SECTION 5. POWERS AND DUTIES.

                  (a) Chairman of the Board: The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors. He
shall also be the Chief Executive Officer, shall be responsible for the general
management of the business of the Corporation and shall counsel freely with the
President. He shall exercise such other powers and perform such other duties as
may be given from time to time by the Board of Directors or by the by-laws of
the Corporation.

                  (b) President: The President shall be the Chief Operating
Officer of the Corporation. He shall be responsible for the day to day
management of the


                                        6



<PAGE>
<PAGE>




business of the Corporation. The President shall see that all orders and
resolutions of the Board of Directors and the Chairman are carried into effect.
The President shall preside at meetings of the stockholders and the Board of
Directors in the absence of the Chairman of the Board.

         He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.

                  (c) Vice Presidents: The Vice-Presidents, in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election, during the absence or disability of or refusal
to act by the President, shall perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors shall
prescribe.

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

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

                  (e) Treasurer and Assistant Treasurers: The Treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.

         He shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

         If required by the Board of Directors, he shall give the Corporation a
bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.


                                        7



<PAGE>
<PAGE>





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

         SECTION 6. BOOKS TO BE KEPT. The Corporation shall keep (a) correct and
complete books and records of account, (b) minutes of the proceedings of the
stockholders, Board of Directors and any committees of directors and (c) a
current list of the directors and officers and their residence addresses; and
the Corporation shall also keep at its office or at the office of its transfer
agent or registrar if any, 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.

         The Board of Directors may determine whether and to what extent and at
what times and places and under what conditions and regulations any accounts,
books, records or other documents of the Corporation shall be open to
inspection, and no creditor, security holder or other person shall have any
right to inspect any accounts, books, records or other documents of the
Corporation except as conferred by statute or as so authorized by the Board.

         SECTION 7. CHECKS, NOTES, ETC. All checks and drafts on and withdrawals
from the Corporation's accounts with banks or other financial institutions, and
all bills of exchange, notes and other instruments for the payment of money,
drawn, made, endorsed or accepted by the Corporation, shall be signed on its
behalf by the person or persons thereunto authorized by, or pursuant to
resolution of, the Board of Directors.

                                   ARTICLE IV

              FORMS OF CERTIFICATES AND LOSS AND TRANSFER OF SHARES

         SECTION 1. FORMS OF SHARE CERTIFICATES. The shares of the Corporation
shall be represented by certificates, in such forms as the Board of Directors
may prescribe, signed by the Chairman of the Board or the President or a Vice-
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and may be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation or its employee. In case any officer
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of issue.

         Each certificate representing shares issued by the Corporation shall
set forth upon the face or back of the certificate, or shall state that the
Corporation will furnish to any stockholder upon request and without charge, a
full statement of the designation, relative rights, preferences and limitations
of the shares of each class of shares, if more than one, authorized to be issued
and the designation, relative rights, preferences and limitations of each series
of any class of preferred shares authorized to be issued so far as the same have
been fixed, and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.


                                        8



<PAGE>
<PAGE>




         Each certificate representing shares shall state upon the face thereof:

                  (1) That the Corporation is formed under the laws of the State
                      of Delaware;
                  (2) The name of the person or persons to whom issued; and
                  (3) The number and class of shares, and the designation of the
                      series, if any, which such certificate represents.

         SECTION 2. TRANSFERS OF SHARES. Shares of the Corporation shall be
transferable on the record of stockholders upon presentment to the Corporation
or its transfer agent of a certificate or certificates representing the shares
requested to be transferred, with proper endorsement on the certificate or on a
separate accompanying document, together with such evidence of the payment of
transfer taxes and compliance with other provisions of law as the Corporation or
its transfer agent may require.

         SECTION 3. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES. No certificate
for shares of the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or wrongfully taken, except, if and to the
extent required by the Board of Directors, upon:

                  (1) Production of evidence of loss, destruction or wrongful
                      taking;
                  (2) Delivery of a bond indemnifying the Corporation and its
                      agents against any claim that may be made against it or
                      them on account of the alleged loss, destruction or
                      wrongful taking of the replaced certificate or the
                      issuance of the new certificate;
                  (3) Payment of the expenses of the Corporation and its agents
                      incurred in connection with the issuance of the new
                      certificate; and
                  (4) Compliance with such other reasonable requirements as may
                      be imposed.

                                    ARTICLE V

                                  OTHER MATTERS

         SECTION 1. CORPORATE SEAL. The Board of Directors may adopt a corporate
seal, alter such seal at its pleasure and authorize such seal to be used by
causing it or a facsimile to be affixed or impressed or reproduced in any other
manner.

         SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be the
12 months ending November 30, or such other period as may be fixed by the Board
of Directors.

         SECTION 3. AMENDMENTS. By-laws of the Corporation may be adopted,
amended or repealed by vote of the holders of the shares at the time entitled to
vote in the election of any directors. By-laws may also be adopted, amended or
repealed by the Board of Directors, but any by-law adopted by the Board may be
amended or repealed by the stockholders entitled to vote thereon as hereinabove
provided.

         If any by-law regulating an impending election of directors is adopted,
amended or repealed by the Board of Directors, there shall be set forth in the
notice of the next meeting of stockholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made.


                                        9



<PAGE>
<PAGE>




                                   ARTICLE VI

                                 INDEMNIFICATION

         The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, (i) indemnify all officers and directors of the
Corporation from and against any and all of the expenses (including attorneys'
fees), liabilities, judgments, fines, amounts paid in settlement or other
matters referred to in said section and (ii) advance to each officer and
director expenses (including attorneys' fees) incurred by such officers and
directors in defending a civil or criminal action, suit or proceeding upon
receipt of an undertaking by or on behalf of such officer or director to repay
such expenses if it is ultimately determined that such officer or director is
not entitled to be indemnified by the Corporation. The indemnification and
advancement of expenses provided for herein shall not be deemed exclusive of any
rights of indemnification or advancement of expenses to which any officer,
director, employee or agent may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacities and as to action in another capacity while holding any
office, and shall continue as to a person who has ceased to be an officer or
director, and shall inure to the benefit of the heirs, executors and
administrators of such person.


                                       10

<PAGE>