EXHIBIT 3.1   AMENDED BY-LAWS   AS APPROVED BY   BOARD OF DIRECTORS LONGS DRUG STORES CORPORATION        October 30, 2002   
    TABLE OF CONTENTS   ARTICLE I
  
  STOCKHOLDERS
  
  1Section 1.01.
  
  Annual Meeting
  
  1Section 1.02.
  
  Special Meeting
  
  1Section 1.03.
  
  Place of
  Meetings
  
  1Section 1.04.
  
  Notice of
  Meeting; Waiver of Notice
  
  1Section 1.05.
  
  Quorum; Voting
  
  1Section 1.06.
  
  Adjournments
  
  2Section 1.07.
  
  General Right to
  Vote; Proxies
  
  2Section 1.08.
  
  List of
  Stockholders
  
  2Section 1.09.
  
  Nominations of
  Directors
  
  2Section 1.10.
  
  Stockholder
  Proposals
  
  3Section 1.11.
  
  Conduct of
  Voting
  
  3Section 1.12.
  
  Informal Action
  By Stockholders
  
  3Section 1.13.
  
  Voting By
  Certain Holders of Stock
  
  4ARTICLE II
  
  BOARD OF
  DIRECTORS
  
  5Section 2.01.
  
  Function of
  Directors
  
  5Section 2.02.
  
  Number of
  Directors
  
  5Section 2.03.
  
  Vacancy on Board
  
  6Section 2.04.
  
  Chairman of the
  Board
  
  6Section 2.05.
  
  Lead Director
  
  6Section 2.06.
  
  Regular Meetings
  
  6Section 2.07.
  
  Special Meetings
  
  6Section 2.08.
  
  Notice of
  Meeting
  
  7Section 2.09.
  
  Action By
  Directors
  
  7Section 2.10.
  
  Meeting By
  Conference Telephone
  
  7Section 2.11.
  
  Compensation
  
  7Section 2.12.
  
  Directors
  Elected By Special Class or Series
  
  7ARTICLE III
  
  COMMITTEES
  
  8Section 3.01.
  
  Committees
  
  8Section 3.02.
  
  Executive
  Committee
  
  8Section 3.03.
  
  Committee
  Procedure
  
  8Section 3.04.
  
  Emergency
  Provisions
  
  9ARTICLE IV
  
  OFFICERS
  
  10Section 4.01.
  
  Executive and
  Other Officers
  
  10Section 4.02.
  
  Chief Executive
  Officer
  
  11Section 4.03.
  
  Vice Chairman
  
  11Section 4.04.
  
  President
  
  11Section 4.05.
  
  Vice-Presidents
  
  11Section 4.06.
  
  Secretary
  
  12Section 4.07.
  
  Treasurer
  
  12   i 
    Section 4.08.
  
  Assistant and
  Subordinate Officers
  
  12Section 4.09.
  
  Election, Tenure
  and Removal of Officers
  
  12Section 4.10.
  
  Compensation
  
  12ARTICLE V
  
  STOCK
  
  13Section 5.01.
  
  Certificates for
  Stock
  
  13Section 5.02.
  
  Transfers
  
  13Section 5.03.
  
  Record Date and
  Close of Transfer Books
  
  13Section 5.04.
  
  Stock Ledger
  
  13Section 5.05.
  
  Lost Stock
  Certificates
  
  13ARTICLE VI
  
  SUNDRY
  PROVISIONS
  
  14Section 6.01.
  
  Fiscal Year
  
  14Section 6.02.
  
  Dividends
  
  14Section 6.03.
  
  Books and
  Records
  
  14Section 6.04.
  
  Corporate Seal
  
  14Section 6.05.
  
  Bonds
  
  14Section 6.06.
  
  Voting Upon
  Shares in Other Corporations
  
  14Section 6.07.
  
  Mail
  
  14Section 6.08.
  
  Execution of
  Documents
  
  15Section 6.09.
  
  Amendment
  
  15   ii 
    LONGS DRUG STORES CORPORATION (a Maryland Corporation)  BY-LAWS  ARTICLE I  STOCKHOLDERS Section 1.01.          Annual Meeting.  The Corporation shall hold an annual meeting
of its stockholders to elect directors and transact any other business within
its powers, either at 10:30 a.m. on the third Tuesday of May in each year if
not a legal holiday, or at such other time on such other day falling in the
month of May as shall be set by the Board of Directors. Except as the Charter
or statute provides otherwise, any business may be considered at an annual meeting
without the purpose of the meeting having been specified in the notice. Failure
to hold an annual meeting does not invalidate the Corporations existence or
affect any otherwise valid corporate acts. Section 1.02.          Special Meeting.  At any time in the interval between annual
meetings, a special meeting of the stockholders may be called by (a) the
President, (b) by a majority of the Board of Directors by vote at a
meeting or in writing (addressed to the Secretary of the Corporation) with or
without a meeting or (c) by the Lead Director or, if there is no Lead
Director, by the Chairman of the Board. 
Special meetings of the stockholders shall be called by the Secretary at
the request of the stockholders only on the written request of stockholders
entitled to cast at least a majority of all the votes entitled to be cast at
the meeting and then only as may be required by law. Section 1.03.          Place of Meetings.  Meetings of stockholders shall be held at
such place in the United States as is set from time to time by the Board of
Directors. Section 1.04.          Notice of Meeting; Waiver of Notice.  Not less than ten nor more than 90 days
before each stockholders meeting, the Secretary shall give written notice of
the meeting to each stockholder entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting. The notice shall state the time
and place of the meeting and, if the meeting is a special meeting or notice of
the purpose is required by statute, the purpose of the meeting. Notice is given
to a stockholder when it is personally delivered to him, left at his residence
or usual place of business, or mailed to him at his address as it appears on
the records of the Corporation. Notwithstanding the foregoing provisions, each
person who is entitled to notice waives notice if he before or after the
meeting signs a waiver of the notice which is filed with the records of
stockholders meetings, or is present at the meeting in person or by proxy. Section 1.05.          Quorum; Voting.  Unless statute or the Charter provides
otherwise, at a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes, entitled to be cast
at the meeting constitutes a quorum, and a majority of all the votes cast at a
meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting.  
   Section 1.06.          Adjournments.  Whether or not a quorum is present, a
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time by the stockholders present in person or by proxy
by a majority vote. Any business which might have been transacted at the
meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present. No further notice of an
adjourned meeting other than by announcement shall be necessary if held on a
date not more than 120 days after the original record date. Section 1.07.          General Right to Vote; Proxies.  Unless the Charter provides for a greater or
lesser number of votes per share or limits or denies voting rights, each
outstanding share of stock, regardless of class, is entitled to one vote on
each matter submitted to a vote at a meeting of stockholders. In all elections
for directors, each share of stock may be voted for as many individuals as
there are directors to be elected and for whose election the share is entitled
to be voted. A stockholder may vote the stock he owns of record either in
person or by written proxy signed by the stockholder or by his duly authorized
attorney in fact. Unless a proxy provides otherwise, it is not valid more than
11 months after its date. Section 1.08.          List of Stockholders.  At each meeting of stockholders, a full,
true and complete list of all stockholders entitled to vote at such meeting,
showing the number and class of shares held by each and certified by the
transfer agent for such class or by the Secretary, shall be furnished by the
Secretary. Section 1.09.          Nominations of Directors.  In addition to any other requirements, only
persons who are nominated in accordance with the following procedures shall be
eligible for election to the Board of Directors of the Corporation. Nominations
of persons for election to the Board of Directors of the Corporation shall be
made at a meeting of stockholders at which directors are to be elected
exclusively in accordance with this Section. Nominations of persons for such
elections shall be deemed properly made if (i) set forth in proxy materials
prepared for such a meeting by or at the direction of the Board of Directors,
(ii) made by a stockholder at such a meeting at the direction of the Board of
Directors, or (iii) made by a stockholder at such a meetings (other than at the
direction of the Board of Directors) if timely notice has been given to the
Secretary of the Corporation at the principal executive offices of the
Corporation of such intent to make a nomination. To be timely, such
stockholders notice must be received by the Corporation not less than 90 days
prior to the stockholder meeting. Such stockholders notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, if any, and (iv) any other information
relating to such person which is required to be disclosed in solicitations for
proxies for election of directors pursuant to Regulation 14A under the
Securities and Exchange Act of 1934, as amended, or any successor act or
Regulation; and (b) as to the stockholder giving the notice (i) the name and
record address of the stockholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder. The
Corporation may require any proposed nominee to furnish such other information
as may be reasonably required by the Corporation to determine the
qualifications of such proposed nominee to serve as a director of the
Corporation.  2 
   No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 1.09. These procedures shall not
apply to the nomination of any persons entitled to be separately elected by
holders of Preferred Stock. The chairman of a stockholder meeting may, if the
facts warrant, determine and declare to the meeting that a nomination has not
been made in accordance with the foregoing procedure and that such defective
nomination shall be disregarded. Section 1.10.          Stockholder Proposals.  In addition to any other requirements, any
motions, resolutions, or proposals by stockholders (hereinafter proposals)
made at a meeting of stockholders shall be exclusively in accordance with this
Section. Proposals shall be deemed properly made if (i) set forth in proxy
materials prepared for such a meeting by or at the direction of the Board of
Directors, (ii) made by a stockholder at such a meeting at the direction of the
Board of Directors, or (iii) made by a stockholder at such a meeting (other
than at the direction of the Board of Directors) if timely notice has been
given to the Secretary of the Corporation at the principal executive offices of
the Corporation of such intent to make the proposal. To be timely, such
stockholders notice must be received by the Corporation not less than 90 days
prior to the stockholder meeting. Such stockholders notice
shall set forth a brief description of any proposal the stockholder intends to
make, the reasons for bringing such proposal before the meeting, the name and
address of the stockholder, and the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and any material
interest of the stockholder in the subject of the proposal. No stockholder shall make a
proposal at a stockholder meeting except in accordance with the procedures set
forth in this Section 1.10. The chairman of a stockholder meeting may determine
and declare to the meeting that a proposal has not been made in accordance with
the foregoing procedure and that such defective proposal shall be disregarded. Section 1.11.          Conduct of Voting.  At all meetings of stockholders, unless the
voting is conducted by inspectors, the proxies and ballots shall be received,
and all questions touching the qualification of voters and the validity of
proxies and the acceptance or rejection of votes shall be decided, by the
chairman of the meeting. If demanded by stockholders, present in person or by
proxy, entitled to cast 10% in number of votes entitled to be cast, or if
ordered by the chairman of the meeting, the vote upon any election or question
shall be taken by ballot and, upon like demand or order, the voting shall be
conducted by two inspectors, in which event the proxies and ballots shall be
received, and all questions touching the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided
by such inspectors. Unless so demanded or ordered, no vote need be by ballot
and voting need not be conducted by inspectors. The stockholders at any meeting
may choose an inspector or inspectors to act at such meeting, and in default of
such election the chairman of the meeting may appoint an inspector or
inspectors. No candidate for election as a director at a meeting shall serve as
an inspector thereat. Section 1.12.          Informal Action By Stockholders.  Any act required or permitted to be taken at
a meeting of stockholders may be taken without a meeting if there is filed with
the records of stockholders meetings a unanimous written consent which sets
forth the action and is  3 
   signed by each
stockholder entitled to vote on the matter and a written waiver of any right to
dissent signed by each stockholder entitled to notice of the meeting but not
entitled to vote at it. Section 1.13.          Voting By Certain Holders of Stock.  Voting shall be subject to the following
provisions: (a)           A fiduciary may vote, either in
person, or by proxy, stock registered in his name as fiduciary. A fiduciary may
vote, either in person or by proxy, stock registered in the name of another
person on proof of the fact that legal title to the stock has devolved on him
in a fiduciary capacity and that he is qualified to act in that capacity. (b)           A stockholder of record who pledges
his shares may vote them, but as between the pledgor and the pledgee, this
subsection does not affect the validity of any agreement between them as to the
giving of proxies or the exercise of voting rights. (c)           If stock is registered in the names
of two or more persons, whether as fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety, or otherwise, or if two or
more persons have the same fiduciary relationship with respect to the same
stock, unless the Secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order which so
provides, their acts with respect to voting have the following effects: (1)           If only one votes, his vote binds
all, and if more than one vote, the vote of the majority binds all. (2)           If more than one vote and the vote is
evenly split on any particular matter, then (i) each faction may vote the stock
in question proportionately unless otherwise provided by court order; or (ii)
any person voting the stock or any beneficiary may apply to a court of
competent jurisdiction to appoint an additional person to act with the persons
voting the stock and the stock shall then be voted as determined by a majority
of those persons and the person appointed by the court. (d)           Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent
or proxyholder as the By-Laws of such other corporation may prescribe or, in
the absence of such provision, by such officer, agent or proxyholder as the
Board of Directors of such other corporation may determine; or, in the absence
of such determination, by the Chairman of the Board, President or any
Vice-President of such other corporation, or by any other person or proxyholder
authorized to do so by the Board, President or any Vice-President of such other
corporation. Whenever the authority of a person voting shares standing in the
name of another corporation is based upon a By-law determination of the Board
of Directors, or authorization of the Board of Directors, President or Vice-
President of the other corporation, the person seeking to vote said shares may
first be required to file with the chairman of the meeting, or with the
inspectors if the voting be conducted by inspectors a copy of the By-laws,
Board of Directors determination or authorization of the Board of Directors,
President or Vice-President of the other corporation, certified to be true,
complete, and effective by the Secretary or an Assistant Secretary of the other
corporation, and sealed with the  4 
   corporate
seal of that corporation. Shares which are purported to be voted or any proxy
purported to be executed in the name of another corporation (whether or not any
title of the person so voting or executing the proxy is indicated) may be
presumed to be voted or the proxy executed in accordance with the provisions of
this subdivision, in the discretion of the chairman of the meeting, or of the
inspectors if the voting be conducted by inspectors. (e)           Shares of a corporations own stock
owned directly or indirectly by it may not be voted at any meeting and may not
be counted in determining the total number of outstanding shares entitled to be
voted at any given time unless they are held by it in a fiduciary capacity, in
which case they may be voted and shall be counted in determining the total
number of outstanding shares at any given time. ARTICLE II  BOARD OF DIRECTORS Section 2.01.          Function of Directors.  The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors. All powers of
the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or
by the Charter or By-Laws. Section 2.02.          Number of Directors.  The Corporation shall have at least three
directors; provided that, if there is not stock outstanding, the number of
Directors may be less than three but not less than one, and, if there is stock
outstanding and so long as there are less than three stockholders, the number
of Directors may be less than three but not less than the number of
stockholders. The Corporation shall have the number of directors provided in
the Charter until changed as herein provided. A majority of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
15 nor less than the minimum number then permitted herein, but the action may
not affect the tenure of office of any director. Beginning with the election
of directors in 1985, the Board of Directors shall be divided into three
classes, Class I, Class II and Class III. Each such class shall consist, as
nearly as possible, of one-third of the total number of directors, and any
remaining directors shall be included within such class or classes as the Board
of Directors shall designate. At the annual meeting of stockholders in 1985,
Class I directors shall be elected for a one-year term, Class II directors for
a two-year term, and Class III directors for a three-year term. At each
succeeding annual meeting of stockholders beginning in 1986, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible. A director shall hold
office, subject to removal, death, resignation, retirement or disqualification,
until the annual meeting for the year in which his term expires and until his
successor shall be elected and qualify. The provisions of this Section 2.02
shall not apply to directors governed by Section 2.12 of this Article II.  5 
   Section 2.03.          Vacancy on Board.  The stockholders may elect a successor to
fill a vacancy on the Board of Directors which results from the removal of a
director. A director elected by the stockholders to fill a vacancy which
results from the removal of a director serves for the balance of the term of
the removed director. A majority of the remaining directors, whether or not
sufficient to constitute a quorum, may fill a vacancy on the Board of Directors
which results from any cause except an increase in the number of directors and
a majority of the entire Board of Directors may fill a vacancy which results
from an increase in the number of directors. A director elected by the Board of
Directors to fill a vacancy serves until the next annual meeting of stockholders
and until his successor is elected and qualifies. The provisions of this
Section shall not apply to directors governed by Section 2.12 of this Article
II. Section 2.04.          Chairman of the Board.  The Chairman of the Board of Directors shall
be chosen from among the directors. The Chairman of the Board shall be the
chairman of all meetings of the stockholders at which he shall be present and,
if there is no Lead Director, at all meetings of the Board of Directors at
which he shall be present, except as may be required under applicable law or by
resolution of the Board of Directors. 
The Chairman shall also perform such other duties as may be assigned to
the Chairman by these By-Laws or the Board of Directors. Section 2.05.          Lead Director.  If at any time the Chairman of the Board
shall be an executive officer or former executive officer of the Corporation or
for any reason shall not be an independent director, a Lead Director shall be
selected by the independent directors from among the directors who are not executive
officers or former executive officers of the Corporation and are otherwise
independent.  The Lead Director shall be
chairman of all meetings of the Board of Directors and the Executive Committee
at which the Lead Director is present. 
The Lead Director shall also perform such other duties as may be
assigned to the Lead Director by these By-Laws or the Board of Directors. Section 2.06.          Regular Meetings.  After each annual meeting of stockholders,
the Board of Directors shall meet as soon as practicable for the purpose of
organization and the transaction of other business. In addition, the Board of
Directors shall meet on the fourth Tuesday of February and on the third Tuesday
of August and November of each year at 1:30 p.m. of each of said days at the
principal offices of the Corporation, unless the Board of Directors sets such
regular meeting at a different place, date, or time, in which case notice shall
be given to each director pursuant to Section 2.08. Regular meetings shall be
held at any place within or without the State which has been designated by
these By-Laws or from time to time by resolution of the Board. The first
regular meeting shall be held after each annual meeting of stockholders. No
notice of such first meeting, or of any regular meeting, shall be necessary if
held as provided herein. Section 2.07.          Special Meetings.  Special meetings of the Board of Directors
may be called at any time by the President, by a majority of the then-acting
directors or by the Lead Director, or, if there is no Lead Director, by the
Chairman of the Board.  A special
meeting of the Board of Directors shall be held on such date and at any place
as may be designated from time to time by the Board of Directors. In the absence
of designation such meeting shall be held at such place as may be designated in
the call.  6 
   Section 2.08.          Notice of Meeting.  Except as provided in Section 2.06, the
Secretary shall give notice to each director of each meeting of the Board of
Directors. The notice shall state the time and place of the meeting. Notice is
given to a director when it is delivered personally to him, left at his
residence or usual place of business, or sent by facsimile or telephone, at
least 24 hours before the time of the meeting or, in the alternative by mail to
his address as it shall appear on the records of the Corporation, at least 72
hours before the time of the meeting. Unless the By-Laws or a resolution of the
Board of Directors provides otherwise, the notice need not state the business
to be transacted at or the purposes of any meeting of the Board of Directors.
No notice of any meeting of the Board of Directors need be given to any
director who attends, or to any director who, in writing executed and filed
with the records of the meeting either before or after the holding thereof,
waives such notice. Any meeting of the Board of Directors, regular or special,
may adjourn from time to time to reconvene at the same or some other place, and
no notice need be given of any such adjourned meeting other than by
announcement. Section 2.09.          Action By Directors.  Unless statute or the Charter or By-Laws
requires a greater proportion, the action of a majority of the directors
present at a meeting at which a quorum is present is action of the Board of
Directors. A majority of the entire Board of Directors shall constitute a
quorum for the transaction of business. In the absence of a quorum, the
directors present by majority vote and without notice other than by announcement
may adjourn the meeting from time to time until a quorum shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified. Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting, if a unanimous written
consent which sets forth the action is signed by each member of the Board and
filed with the minutes of proceedings of the Board. Section 2.10.          Meeting By Conference Telephone.  Members of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting. Section 2.11.          Compensation.  By resolution of the Board of Directors, a
fixed sum and expenses, if any, for attendance at each regular or special
meeting of the Board of Directors or of committees thereof, and other
compensation for their services as such or on committees of the Board of
Directors, may be paid to directors. Section 2.12.          Directors Elected By Special Class
or Series.  To the extent that any
holders of any class or series of stock other than Common Stock issued by the
Corporation shall have the separate right, voting as a class or series, to
elect directors, the directors elected by such class or series shall be deemed
to constitute an additional class of directors and shall have a term of office
for one year or such other period as may be designated by the provisions of
such class or series providing such separate voting right to the holders of
such class or series of stock, and any such class of directors shall be in
addition to the classes referred to in Section 2.02 of this Article II. Any
directors so elected shall be subject to removal in such manner as may be
provided by law or by the Charter of this Corporation. The provisions of
Sections 2.02 and 2.03 of this Article II do not apply to directors governed by
this Section 2.12.  7 
   ARTICLE III  COMMITTEES Section 3.01.          Committees.  The Board of Directors shall have the
following standing committees: an Audit and Compliance Committee, a
Compensation Committee, a Nominating Committee, and a Finance and Strategic
Planning Committee, together with such other committees as the Board of
Directors shall determine. Each such committee shall be composed of one or more
directors and shall exercise such powers of the Board of Directors as may be
provided in the charter and/or resolution established for such committee,
except for the power to declare dividends on stock, elect directors, issue
stock other than as provided in the next sentence, recommend to the
stockholders any action which requires stockholder approval, amend the By-Laws,
or approve any merger or share exchange which does not require stockholder
approval. If the Board of Directors has given general authorization for the
issuance of stock, a committee of the Board, in accordance with that general
authorization or any stock option or other plan or program adopted by the Board
of Directors, may fix the terms of stock subject to classification or reclassification
and the terms on which any stock may be issued, including all terms and
conditions required or permitted to be established or authorized by the Board
of Directors. Section 3.02.          Executive Committee.  The Board of Directors may by resolution establish
an Executive Committee of the Board, which, unless otherwise determined by the
Board, shall be comprised of the Chairpersons of each of the standing
committees and the Lead Director. The Executive Committee may, but shall not be
required to, exercise all of the powers of the Board of Directors, except for
the power to declare dividends on stock, elect directors, issue stock (other
than as provided in Section 3.01), recommend to the stockholders any action
which requires stockholder approval, amend the By-Laws, or approve any merger
or share exchange which does not require stockholder approval, in such
circumstances where it is impracticable to convene a meeting of the full Board
of Directors. Unless otherwise determined by the Board, the Lead Director shall
be the Chairperson of the Executive Committee. Section 3.03.          Committee Procedure.  The Board of Directors shall have the power
to prescribe the manner in which proceedings of each committee shall be held.
Unless the Board of Directors shall otherwise provide, the actions of each
committee shall be governed by the following rules of procedure: A majority of
the members of a committee shall constitute a quorum for the transaction of
business and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the committee. Each committee may provide
for the holding of regular meetings. Special meetings may be called at any time
by the Chairperson of a committee or by a majority of its members. Any action
required or permitted to be taken at a meeting of a committee may be taken
without meeting, if a unanimous written consent which sets forth the action is
signed by each member of the committee and filed with the minutes of the
committee. The members of a committee may conduct any meeting thereof by
conference telephone in accordance with the provisions of Section 2.10. In the
absence of any prescription by the Board of Directors or any applicable
provision of the By-Laws, each committee may prescribe the manner in which its
proceedings shall be conducted.  8 
   Section 3.04.          Emergency Provisions.  The provisions of this Section shall be
operative only during a national emergency declared by the President of the
United States or the person performing the Presidents functions, or in the
event of a nuclear, atomic, or other attack on the United States or a disaster
making it impossible or impracticable for the Corporation to conduct its
business without recourse to the provisions of this Section. Said provisions in
such event shall override all other By-Laws of the Corporation in conflict with
any provisions of this Section, and shall remain operative so long as it
remains impossible or impracticable to continue the business of the Corporation
otherwise, but thereafter shall be inoperative; provided that all actions taken
in good faith pursuant to such provisions shall thereafter remain in full force
and effect unless and until revoked by action taken pursuant to the provisions
of the By-Laws other than those contained in this Section. (a)           Unavailable Directors.  All Directors of the Corporation who are not
available to perform their duties as Directors by reason of physical or mental
incapacity, or for any other reason, or who are unwilling to perform their
duties, or whose whereabouts are unknown shall automatically cease to be
Directors, with like effect as if such persons had resigned as Directors, so
long as such unavailability continues. (b)           Authorized Number of Directors.
 The authorized number of Directors
shall be the number of Directors remaining after eliminating those who have
ceased to be Directors pursuant to Subsection (a) or the minimum number
required by law, whichever number is greater. (c)           Quorum.  The number of Directors necessary to
constitute a quorum shall be one-third, (1/3) of the authorized number of
Directors as specified in the foregoing Subsection, or such other minimum
number as, pursuant to the law or lawful decree then in force, it is possible
for the By-Laws of a corporation to specify. (d)           Creation of Emergency Committee.  In the event the number of Directors
remaining after eliminating those who have ceased to be Directors pursuant to
Subsection (a) is less than the minimum number of authorized Directors required
by law, then until the appointment of additional Directors to make up such
required minimum, all the powers and authorities which the Board could by law
delegate, including all powers and authorities which the Board could delegate
to a committee, shall be automatically vested in an emergency committee, and
the emergency committee shall thereafter manage the affairs of the Corporation,
pursuant to such powers and authorities, and shall have all such other powers
and authorities as may by law or lawful decree be conferred on any person or
body of persons during a period of emergency. (e)           Constitution of Emergency
Committee.  The emergency committee
shall consist of all the Directors remaining after eliminating those who have
ceased to be Directors pursuant to Subsection (a), provided that such remaining
Directors are not less than three (3) in number. In the event such remaining
Directors are less than three (3) in number, the emergency committee shall
consist of three (3) persons, who shall be the remaining Director or Directors
and either one (1) or two (2) officers or employees of the Corporation, as the
remaining Director or Directors may in writing designate. If there is no
remaining Director, the emergency committee shall consist of the three (3) most
senior  9 
   officers
of the Corporation who are available to serve, and if to the extent that
officers are not available, the most senior employees of the Corporation.
Seniority shall be determined in accordance with any designation of seniority
in the minutes of the proceedings of the Board, and in the absence of such
designation, shall be determined by rate of remuneration. In the event that
there are no remaining Directors and no officers or employees of the
Corporation available, the emergency committee shall consist of three (3)
persons designated in writing by stockholders owning twenty percent (20%) or
more of the shares of record as of the date of the last record date. (f)            Powers of Emergency Committee.  The emergency committee, once appointed,
shall govern its own procedures and shall have power to increase the number of
members thereof beyond the original number, and in the event of a vacancy or
vacancies therein, arising at any time, the remaining member or members of the
emergency committee shall have the power to fill such vacancy or vacancies. In
the event at any time after its appointment, all members of the emergency
committee shall die or resign or become unavailable to act for any reason
whatsoever, a new emergency committee shall be appointed in accordance with the
foregoing provisions of this Section. (g)           Directors Becoming Available.  Any person who has ceased to be a Director
pursuant to the provisions of Subsection (a) and who thereafter becomes
available to serve as a Director shall automatically become a member of the
emergency committee. (h)           Election of Board of Directors.  The emergency committee shall, as soon after
its appointment as is practicable, take all requisite action to secure the
election of a Board of Directors, and upon such election all the powers and
authorities of the emergency committee shall cease. (i)            Termination of Emergency
Committee.  In the event, after the
appointment of an emergency committee, a sufficient number of persons who
ceased to be Directors pursuant to Section 2 become available to serve as
Directors, so that if they had not ceased to be Directors as aforesaid, there
would be enough Directors to constitute the minimum number of Directors required
by law, then all persons shall automatically be deemed to be reappointed as
Directors and the powers and authorities of the emergency committee shall be at
an end. ARTICLE IV  OFFICERS Section 4.01.          Executive and Other Officers.  The Corporation shall have a President, a
Secretary, and a Treasurer who shall be the executive officers of the
Corporation. The Board of Directors may designate who shall serve as Chief
Executive Officer, having general supervision of the business and affairs of
the Corporation, or as Chief Operating Officer, having supervision of the
operations of the Corporation; in the absence of designation the President
shall serve as Chief Executive Officer. 
It may also have a Vice Chairman and one or more Vice-Presidents,
assistant officers, and subordinate officers as may be established by the Board
of Directors. A  10 
   person may hold more than
one office in the Corporation but may not serve concurrently as both President
and Vice-President of the Corporation. The officers may be directors. Section 4.02.          Chief Executive Officer.  The Chief Executive Officer, if one be
designated, shall have the general and active management and supervision of the
business of the Corporation. The Chief Executive Officer, if a member of the
Board of Directors, shall (i) in the absence of the Chairman of the Board,
preside at meetings of the stockholders at which he shall be present and (ii)
in the absence of the Lead Director or, if there is no Lead Director, in the
absence of the Chairman of the Board, preside at meetings of the Board of
Directors at which he shall be present; he may sign and execute, in the name of
the Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, except in cases in which the signing and execution thereof shall
have been delegated to some other officer or agent of the Corporation; if a
member of the Board of Directors, he shall be a member, ex-officio, of all
committees of the Board of Directors, except the Audit and Compliance
Committee, unless the Board provides to the contrary when appointing any
committee; and, in general, he shall perform all duties usually performed by a
Chief Executive Officer of a corporation and such other duties as are from time
to time assigned to him by the Board of Directors. Section 4.03.          Vice Chairman.  The Vice Chairman, if one be designated,
shall perform such duties as are from time to time assigned to him by the Board
of Directors and the Chief Executive Officer. 
The Vice Chairman shall (i) in the absence of the Chairman of the Board
and the Chief Executive Officer, preside at meetings of stockholder at which he
shall be present and (ii) in the absence of the Lead Director or, if there is
no Lead Director, in the absence of the Chairman of the Board and the Chief
Executive Officer, preside at meetings of the Board of Directors at which he
shall be present. Section 4.04.          President.  The President, if a member of the Board of
Directors, shall (i) in the absence of the Chairman of the Board, the Chief
Executive Officer and the Vice Chairman, if any, preside at meetings of
stockholders at which he shall be present and (ii) in the absence of the Lead
Director or, if there is no Lead Director, in the absence of the Chairman of
the Board and the Chief Executive Officer and the Vice Chairman, if any,
preside at meetings of the Board of Directors at which he shall be
present.  Except in cases in which the
signing and execution of certain documents and instruments have been delegated
to some other officer or agent of the Corporation, the President may sign and
execute, in the name of the Corporation, all authorized deeds, mortgages,
bonds, contracts and other instruments. The President shall perform all duties
usually performed by a President of a corporation and such other duties as are
from time to time assigned to him by the Board of Directors and the Chief
Executive Officer. The President, at the request of the Chief Executive
Officer, or in the Chief Executive Officers absence or during his inability to
act, shall perform the duties and exercise the functions of the Chief Executive
Officer, and when so acting, shall have the powers of the Chief Executive
Officer. Section 4.05.          Vice-Presidents.  The Vice-President or Vice- Presidents, at
the request of the President, or in the Presidents absence or during his
inability to act, shall perform the duties and exercise the functions of the
President, and when so acting shall have the powers of the President. If there
be more than one Vice-President, the Board of Directors may determine which one
or more of the Vice-Presidents shall perform any of such duties or exercise any
of said functions, or if such determination is not made by the Board of
Directors, the Chief Executive  11 
   Officer may make such
determination; otherwise any of the Vice-Presidents may perform. any of such
duties or exercise any of such functions. The Vice-President or Vice-Presidents
shall have such other powers and perform such other duties, and have such
additional descriptive designations in their titles (if any), as are from time
to time assigned to them by the Board of Directors or the Chief Executive
Officer. Section 4.06.          Secretary.  The Secretary shall keep the minutes of the
meetings of the stockholders, of the Board of Directors and of any committees,
in books provided for the purpose; he shall see that all notices are duly given
in accordance with provisions of the By-Laws or as required by law; he shall be
custodian of the records of the Corporation; except where delegated to some
other officer or agent of the Corporation, he may witness any document on
behalf of the Corporation, the execution of which is duly authorized, see that
the corporate seal is affixed where such document is required or desired to be
under its seal, and, when so affixed, may attest the same; and, in general, he
shall perform all duties incident to the office of a secretary of a
corporation, and such other duties as are from time to time assigned to him by
the Board of Directors or the Chief Executive Officer. Section 4.07.          Treasurer.  The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time, be selected by the
Board of Directors; he shall render to the Chief Executive Officer and to the
Board of Directors, whenever requested, an account of the financial condition
of the Corporation; and, in general, he shall perform all the duties incident
to the office of a treasurer of a corporation, and such other duties as are
from time to time assigned to him by, the Board of Directors or the Chief
Executive Officer. Section 4.08.          Assistant and Subordinate Officers.  The assistant and subordinate officers of
the Corporation are all officers below the office of Vice-President, Secretary,
or Treasurer. The assistant or subordinate officers shall have such duties as
are from time to time assigned to them by the Board of Directors or the Chief
Executive Officer. Section 4.09.          Election, Tenure and Removal of
Officers.  The Board of Directors shall
elect the officers. The Board of Directors may from time to time authorize any
committee or officer to appoint assistant and subordinate officers. All
officers shall be appointed to hold their offices, respectively, during the
pleasure of the Board. The Board of Directors (or any committee or officer
authorized by the Board) may remove an officer at any time. The Board of
Directors (or, as to any assistant or subordinate officer, any committee or
officer authorized by the Board) may fill a vacancy which occurs in any office
for the unexpired portion of the term. Section 4.10.          Compensation.  The Board of Directors shall have power to
fix the salaries and other compensation and remuneration, of whatever kind, of
all officers of the Corporation. It may authorize any committee or officer, to
fix the salaries, compensation and remuneration of any subordinate officer.  12 
   ARTICLE V  STOCK Section 5.01.          Certificates for Stock.  Each stockholder is entitled to certificates
which represent and certify the shares of stock he holds in the Corporation.
Each stock certificate shall include on its face the name of the corporation
that issues it, the name of the stockholder or other person to whom it is
issued, and the class of stock and number of shares it represents. It shall be
in such form, not inconsistent with law or with the Charter, as shall be
approved by the Board of Directors or any officer or officers designated for
such purpose by resolution of the Board of Directors. Each stock certificate
shall be signed by the Chief Executive Officer, the President or a
Vice-President, and countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the
actual corporate seal or a facsimile of it or in any other form and the
signatures may be either manual or facsimile signatures. A certificate is valid
and may be issued whether or not an officer who signed it is still an officer
when it is issued. Section 5.02.          Transfers.  The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient
concerning the, issue, transfer and registration of certificates of stock; and
may appoint transfer agents and registrars thereof. The duties of transfer
agent and registrar may be combined. Section 5.03.          Record Date and Close of Transfer
Books.  The Board of Directors may
set a record date or direct that the stock transfer books be closed for a
stated period for the purpose of making any proper determination with respect
to stockholders, including which stockholders are entitled to notice of a
meeting, vote at a meeting, receive a dividend, or be allotted other rights.
The record date may not be more than 90 days before the date on which the
action requiring the determination will be taken; the transfer books may not be
closed for a period longer than 20 days; and, in the case of a meeting of
stockholders, the record date or the closing of the transfer books shall be at
least ten days before the date of the meeting. Section 5.04.          Stock Ledger.  The Corporation shall maintain a stock
ledger which contains the name and address of each stockholder and the number
of shares of stock of each class which the stockholder holds. The stock ledger
may be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent
for the particular class of stock, or, if none, at the principal office in the
State of Maryland or the principal executive offices of the Corporation. Section 5.05.          Lost Stock Certificates.  The Board of Directors of the Corporation
may determine the conditions for issuing a new stock certificate in place of
one which is alleged to have been lost, stolen, or destroyed, or the Board of
Directors may delegate such power to any officer or officers of the
Corporation. In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises.  13 
   ARTICLE VI  SUNDRY PROVISIONS Section 6.01.          Fiscal Year.  The fiscal year of the Corporation shall be
the twelve calendar months period commencing on the last Friday in the month of
January in each year, and ending on the last Thursday in the month of January
in the immediately succeeding year, unless otherwise provided by the Board of
Directors. Section 6.02.          Dividends.  If declared by the Board of Directors at any
meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Charter. Section 6.03.          Books and Records.  The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors.
The books and records of a Corporation may be in written form or in any other
form which can be converted within a reasonable time into written form for
visual inspection. Minutes shall be recorded in written form but may be
maintained in the form of a reproduction. The original or a certified copy of
the By-Laws shall be kept at the principal office of the Corporation. Section 6.04.          Corporate Seal.  The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the
charge of the Secretary. The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof. If the Corporation is
required to place its corporate seal to a document, it is sufficient to meet
the requirement of any law, rule, or regulation relating to a corporate seal to
place the word Seal adjacent to the signature of the person authorized to
sign the document on behalf of the Corporation. Section 6.05.          Bonds.  The Board of Directors may require any
officer, agent or employee of the Corporation to give a bond to the
Corporation, conditioned upon the faithful discharge of his duties, with one or
more sureties and in such amount as may be satisfactory to the Board of
Directors. Section 6.06.          Voting Upon Shares in Other
Corporations.  Stock of other
corporations or associations, registered in the name of the Corporation, may be
voted by the President; provided, however, that if the Board of Directors has
designated a Chief Executive Officer who is not the President, that officer and
not the President, may vote such stock. A proxy appointed by the officer having
the authority to vote such stock may also vote such stock, or a proxy appointed
by any of them. The Board of Directors, however, may by resolution appoint some
other person to vote such shares, in which case each person shall be entitled
to vote such shares upon the production of a certified copy of such resolution. Section 6.07.          Mail.  Any notice or other document which is required by these By-Laws
to be mailed shall be deposited in the United States mails, postage prepaid.  14 
   Section 6.08.          Execution of Documents.  A person who holds more than one office in
the Corporation may not act in more than one capacity to execute, acknowledge,
or verify an instrument required by law to be executed, acknowledged, or
verified by more than one officer. Section 6.09.          Amendment.  These By-Laws may be altered, amended, or
repealed and new by-laws may be adopted to the extent and as provided in the
Charter of the Corporation.  15