UNITED ASSET MANAGEMENT CORPORATION


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                          AMENDED AND RESTATED BY-LAWS


                         (effective as of March 1, 1999)


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                                   ARTICLE I
                               OFFICES AND RECORDS

          Section 1. Registered Office. The registered office 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 or the business of the Corporation may
require.

          Section 3. Books and Records. The books and records of the Corporation
may be kept within or outside the State of Delaware at such place or places as
may from time to time be designated by the Board.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. All meetings of the stockholders shall
be held at such 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.

          Section 2. Annual Meeting - Date and Time. Annual meetings of
stockholders shall be held on such date and time as shall be designated by the
Board of Directors and stated in the notice of the meeting.

          Section 3. Inspectors of Elections; Opening and Closing the Polls. The
Board by resolution shall appoint, or shall authorize an officer of the
Corporation to appoint, one or more inspectors, which inspector or inspectors
may include individuals who serve the Corporation in other capacities,
including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or 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. Each
inspector, before discharging such person's duties, shall take and sign an oath
to execute faithfully the duties of inspector with strict impartiality and
according to the best of such person's ability. The inspector(s) shall have the
duties prescribed by law. The Chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.


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          Section 4. Calling of Special Meetings. Subject to the rights of the
holders of any shares of stock having a preference over the common stock of the
Corporation as to dividends or upon liquidation with respect to such shares of
preferred stock, special meetings of the stockholders, for any purpose or
purposes, may be called only by President or the Chairman of the Board of
Directors pursuant to a resolution adopted by majority of the total number of
directors which the Corporation would have if there were no vacancies (the
"whole board").

          Section 5. Notice of Meetings. Written or printed notice of each
annual or special meeting stating the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called, shall be prepared and
delivered by the Corporation not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally or by mail, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail with
postage thereon prepaid, addressed to the stockholder at such person's address
as it appears on the stock transfer books of the Corporation. Such further
notice shall be given as may be required by law. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Meetings may be
held without notice if all stockholders entitled to vote are present, or if
notice is waived by those not present. Any previously scheduled meeting of the
stockholders may be postponed, and any special meeting of the stockholders may
be cancelled, by resolution of the Board of Directors upon public notice given
prior to the date previously scheduled for such meeting of stockholders.

          Section 6. Notice of Stockholder Business and Nominations; Annual
Meetings of Stockholders. Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the Corporation's notice of meeting pursuant to Section 5 of this Article II,
(b) by or at the direction of the Board of Directors or (c) by any stockholder
of the Corporation who was a stockholder of record at the time of giving of
notice provided for in this By-law, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-law.

          For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the first paragraph of
this By-law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days prior to or more than 60
days after such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the close of business on the 120th day prior to
such annual meeting and not later than the close of business on the later of the
90th day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director all information


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relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.


          Notwithstanding anything in the second sentence of the second
paragraph of this By-law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-law shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

          Section 7. Notice of Stockholder Business and Nominations; Special
Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting pursuant to Section 5 of this Article II.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to
the Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this By-law, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-law. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by the second paragraph
of Section 6 of this Article II shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.


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          Section 8. Notice of Stockholder Business and Nominations; General.
Only such persons who are nominated in accordance with the procedures set forth
in these By-laws shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in these By-laws.
Except as otherwise provided by law, the Certificate of Incorporation or the
By-laws, the Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in these By-laws and, if any proposed nomination or business is not in
compliance with these By-laws, to declare that such defective proposal or
nomination shall be disregarded.

          For purposes of these by-laws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

          Notwithstanding the foregoing provisions of these By-laws, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in these By-laws. Nothing in these By-laws shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of preferred stock to elect directors under
specified circumstances.

          Section 9. Quorum and Adjournment. The holders of a majority of the
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 except as otherwise provided by
statute or by the Certificate of Incorporation. The Chairman of the meeting may
adjourn the meeting from time to time, whether or not there is such a quorum. No
notice of the time and place of adjourned meetings need be given except as
required by law. The stockholders present at a duly called meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

          Section 10. Action of Stockholders. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the Certificate of Incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question. Election of directors at all meetings of the
stockholders at which directors are to be elected shall be by ballot, and,
subject to the rights of the holders of any series of preferred stock to elect
directors, a plurality of the votes cast thereat shall elect directors.

          Section 11. Proxies. Unless otherwise provided in the Certificate of
Incorporation each stockholder shall, at every meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.


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          Section 12. Record Date for Action by Written Consent. In order that
the Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary of the Corporation, request
the Board of Directors to fix a record date. The Board of Directors shall
promptly, but in all events within 10 days after the date on which such a
request is received, adopt a resolution fixing the record date. If no record
date has been fixed by the Board of Directors within 10 days of the date on
which such a request is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by applicable 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 by delivery to it
principal place of business or to any officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.

          Section 13. Inspectors of Written Consent. In the event of the
delivery, in the manner provided by Section 12 of this Article II, to the
Corporation of the requisite written consent or consents to take corporate
action and/or any related revocation or revocations, the Corporation shall
engage nationally recognized independent inspectors of elections for the purpose
of promptly performing a ministerial review of the validity of the consents and
revocations. For the purpose of permitting the inspectors to perform such
review, no action by written consent without a meeting shall be effective until
such date as the independent inspectors certify to the Corporation that the
consents delivered to the Corporation in accordance with Section 12 of this
Article II represent at least the minimum number of votes that would be
necessary to take the corporate action. Nothing contained in this paragraph
shall in any way be construed to suggest or imply that the Board of Directors or
any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).

          Section 14. Effectiveness of Written Consent. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the date the earliest dated written consent
was received in accordance with Section 12 of this Article II, a written consent
or consents signed by a sufficient number of holders to take such action are
delivered to the Corporation in the manner prescribed in Section 12 of this
Article II.


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                                  ARTICLE III
                                    DIRECTORS

          Section 1. Number, Tenure and Qualifications. The number of directors
which shall constitute the Board shall not be less than one or more than
fifteen. Within the limits above specified, the number of directors shall be
determined by resolution of the Board of Directors or by the stockholders at the
annual meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
shall hold office until his successor is elected and qualified. Directors need
not be stockholders.

          Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
only by a majority of the directors then in office, though less than a quorum,
or by a sole remaining director, and the directors so chosen shall hold office
until the next annual meeting of the stockholders and until their successors are
duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

          Section 3. General Powers. The business of the Corporation shall be
managed by or under the direction of its 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
directed or required to be exercised or done by the stockholders.


                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 4. General. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 5. First Meeting. The first meeting of each newly elected
Board of Directors shall be held at such time and place as shall be fixed by the
vote of the stockholders at the annual meeting and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present. In the event of the failure of
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

          Section 6. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time as determined by the Board.

          Section 7. Special Meetings. Special meetings of the Board may be
called by the President, the Chairman of the Board or a majority of the Board of
Directors then in office on two days' notice to each director, either personally
or by mail, by facsimile or by telegram.

          Section 8. Quorum. At all meetings of the Board a majority of the
Board of Directors shall constitute a quorum for the transaction of business and
the act of a majority of the 


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directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. 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, until a quorum shall be present.

          Section 9. Action by Written Consent. Unless otherwise restricted 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 members of the Board 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 or committee.

          Section 10. Conference Telephone Meetings. Unless otherwise restricted
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 any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.


                             COMMITTEES OF DIRECTORS

          Section 11. Executive and Other Committees. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

          Unless otherwise specified by resolution of the Board, in the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.

          Any such committee, to the extent consistent with law and provided in
the resolution of the Board of Directors, or in these By-laws, 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. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

          Section 12. Minutes of Committee Meetings. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when requested.

          Section 13. Committee Meetings. A committee may hold meetings, both
regular and special, either within or without the State of Delaware. Meetings of
a committee may be called by the president or the Chairman of such committee on
two days' notice to each member, either personally or by mail or by facsimile or
telegram.

          Unless otherwise specified by resolution of the Board, at all meetings
of a committee, a majority of the members thereof shall constitute a quorum for
the transaction of 


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business and the act of a majority of the members present at any meeting at
which there is a quorum shall be the act of the committee. If a quorum shall not
be present at any meeting of a committee, the members present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

          Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, any action required or permitted to be taken at any meeting of a
committee may be taken without a meeting, if all members of the committee
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the committee.

          Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, members of a committee may participate in a meeting of the
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.


                                  OTHER MATTERS

          Section 14. Compensation of Directors. Unless otherwise restricted by
the Certificate of Incorporation or these By-laws, the board of directors shall
have the authority to fix the compensation of directors. 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 as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

          Section 15. Removal of Directors. Unless otherwise restricted by the
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES

          Section 1. General. Whenever, under the provisions of the statutes or
of the Certificate of Incorporation or of these By-laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his 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.
Notice to directors may also be given by telegram.

          Section 2. Waiver. Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or of
these By-laws, 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 thereto.


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                                   ARTICLE V
                                    OFFICERS

          Section 1. Elected Officers. The Board of Directors shall elect a
Chief Executive Officer or a President or both, and a Secretary and a Treasurer
and may elect a Chairman of the Board and such other officers as the Board shall
determine. Each officer shall have such powers and perform such duties as are
provided in these By-laws and as may be provided from time to time by the Board
or by the Chief Executive Officer. Each officer shall at all times be subject to
the control of the Board, and any power or duty assigned to an officer by these
By-laws or the Board or the Chief Executive Officer shall be subject to control,
withdrawal or limitation by the Board. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these By-laws otherwise
provide.

          Section 2. Election and Termination. The Board of Directors shall
elect officers at its first meeting after each annual meeting of stockholders
and may elect additional officers and fill vacancies at any other time. Unless
the Board shall otherwise specify, each officer shall hold office until the
first meeting of the Board after the next annual meeting of stockholders, and
until his or her successor has been elected and qualified, except as hereinafter
provided. The Board may remove any officer, or terminate such officer's duties
and powers, at any time, with or without cause. Any officer may resign at any
time by giving written notice thereof to the Chief Executive Officer or to the
Board, or by retiring or by leaving the employ of the Corporation (without being
employed by a subsidiary or affiliate) and any such action shall take effect as
a resignation without necessity of further action. The Chief Executive Officer
may suspend any officer until the next meeting of the Board.

          Section 3. Delegation of Powers. Each officer may delegate to any
other officer and to any official, employee or agent of the Corporation, such
portions of his or her powers as such officer shall deem appropriate, subject to
such limitations and expirations as such officer shall specify, and may revoke
such delegation at any time.

          Section 4. Qualifications; Duties of the Chairman of the Board. The
Board may, but need not, elect a Chairman of the Board. The Chairman of the
Board may be, but need not be, a person other than the Chief Executive Officer,
and may be, but need not be, an officer or employee of the Corporation. If so
elected, the Chairman of the Board shall preside at meetings of the Board and
shall establish agendas for such meetings. In addition, the Chairman of the
Board shall assure that matters of significant interest to stockholders and the
investment community are addressed by management.

          Section 5. Duties of the Chief Executive Officer. The Chief Executive
Officer shall, subject to the direction of the Board, have general and active
control of the affairs and business of the Corporation and general supervision
of its officers, officials, employees and agents; shall preside at all meetings
of the stockholders; shall see that all orders and resolutions of the Board are
carried into effect; and, in addition, shall have all the powers and perform all
the duties generally appertaining to the office of the Chief Executive Officer
of a corporation. The Chief Executive Officer shall designate the person or
persons who shall exercise his or her powers and perform his or her duties in
his or her absence or disability and the absence or disability of the President.


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          Section 6. Duties of the President. The President may be the Chief
Executive Officer of the Corporation, if so designated by the board. If not, the
President shall have such powers and perform such duties as are prescribed by
the Chief Executive Officer or by the Board, and, in the absence or disability
of the Chief Executive Officer, the President shall have the powers and perform
the duties of the Chief Executive Officer, except to the extent that the Chief
Executive Officer or the Board shall have otherwise prescribed.

          Section 7. Duties of the Secretary. The Secretary shall attend all
meetings and keep the minutes of all the proceedings of the stockholders, the
Board and any other committees unless it shall have chosen another secretary.
The Secretary shall give, or cause to be given, notice of all such meetings and
all other notices required by law or by these By-laws. The Secretary shall have
custody of the corporate seal of the Corporation and the Secretary, or an
Assistant Secretary, shall have the authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the
Secretary's signature or by the signature of such Assistant Secretary. The
Secretary shall maintain and have charge of all documents and other records,
including those required by law, and shall generally perform all duties
appertaining to the office of secretary of a corporation.

          Section 8. Duties of the Treasurer. The Treasurer shall have the care
and custody of all of the corporate funds and securities, except to the extent
they shall be entrusted to other officers, employees or agents by direction of
the Chief Executive Officer or the Board. The Treasurer 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 Chief Executive Officer or the Board. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Chief Executive Officer or the
Board, taking proper vouchers for such disbursements, and shall render to the
Chief Executive Officer and the Board, at its regular meetings, or when the
Board so requires, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation.

          Section 9. Bond. If required by the Board of Directors, the Treasurer
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 such office and for
the restoration to the Corporation, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the Treasurer's possession or under
the Treasurer's control belonging to the Corporation.

          Section 10. Appointment of Other Officials and Agents. The Chief
Executive Officer or his or her delegate may appoint such officials and agents
of the Corporation as the conduct of its business may require and assign to them
such titles, powers, duties and compensation as the Chief Executive Officer
shall see fit and may remove or suspend or modify such titles, powers, duties or
compensation at any time with or without cause.


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                                   ARTICLE VI
                              CERTIFICATE OF STOCK

          Section 1. Certificate. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of the Corporation
by, the Chairman or Vice-Chairman of the Board of Directors, or the President or
a Vice-President and 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.

          Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

          Section 2. Signature. Any of or all the signatures on the certificate
may be facsimile. In case any officer, transfer 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, 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 Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, 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
certificates, or his legal representative, to advertise the same in such manner
as it 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
with respect to the certificate alleged to have been lost, stolen or destroyed.

          Section 4. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

          Section 5. Fixing 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 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, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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.


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<PAGE>


          Section 6. Registered Stockholders. 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 provided
by the laws of Delaware.

                                  ARTICLE VII
                               GENERAL PROVISIONS

          Section 1. Declaration of 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, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation.

          Section 2. Reserves. 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 directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

          Section 3. Annual Statement. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

          Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

          Section 5. Fiscal Years. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

          Section 6. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

          Section 7. Indemnification. The Corporation shall, to the fullest
extent permitted by the General Corporation Law of Delaware, indemnify each of
its own directors, officers and employees against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, brought
against such person by reason of that person's acts or omissions in his or her
capacity as a director, officer or employee of this Corporation, or, in the case
of an officer or employee of 


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<PAGE>


this Corporation, in his or her capacity as a director, officer or employee of
another entity controlled by this Corporation.

         Expenses (including attorneys' fees) incurred by any person covered by
the first paragraph of this By-law in defending any such threatened, pending or
completed 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 person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation pursuant to the first paragraph of this By-law.

         The Corporation may, but shall not be required to, indemnify its own
agents and any person, not covered by the first paragraph of this By-law, who is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise to such extent, permitted by the General Corporation Law of
Delaware, as the Board of Directors may authorize in the specific case.

                                  ARTICLE VIII
                                   AMENDMENTS

                  These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting, provided, however,
that, in the case of amendments by stockholders, notwithstanding any other
provisions of these By-laws or any provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the capital stock of the Corporation
required by law, the Certificate of Incorporation or these By-laws, the
affirmative vote of the holders of at least 80 percent of the voting power of
all the then outstanding shares of the voting stock, voting together as a single
class, shall be required to alter, amend or repeal any provision of these
By-laws. If the power to adopt, amend or repeal By-laws is conferred upon the
Board of Directors by the Certificate of Incorporation it shall not divest or
limit the power of the stockholders to adopt, amend or repeal By-laws.


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