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                          LONGS DRUG STORES 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 the
Chairman of the Board, by the President or 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. 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



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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 30 days
nor more than 60 days prior to the stockholder meeting; provided, however, that
if less than 40 days' notice or prior public disclosure of the date of the
stockholders' meeting is given or made to the stockholders by the Corporation,
then notice by the stockholder of intent to make a nomination must be received
by the Corporation no later than the close of business on the 10th day following
the day on which the Corporation mailed the notice of the date of the meeting or
public or otherwise made disclosure of such meeting date.


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         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.

         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 30
days nor more than 60 days prior to the stockholder meeting; provided, however,
that if less than 40 days' notice or prior public disclosure of the date is
given or made to the stockholders by the Corporation, then notice by the
stockholder of, intent to make the proposal must be received by the Corporation
no later than the close of business on the 10th day following the day on which
the Corporation mailed the notice of the date of the meeting or public
disclosure of such meeting date.


         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.



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         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 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


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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 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.


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                               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 2.11 of this Article II.


         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 t he 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 2.11 of this Article II.



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         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 PRESIDE AT ALL MEETINGS OF THE STOCKHOLDERS AND OF THE BOARD OF DIRECTORS,
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. 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 2.07.

         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 2.06. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board or by the Chief
Executive or by a majority of the then-acting directors. 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.


         Section 2.07. NOTICE OF MEETING. Except as provided in Section 2.05,
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 telegraph 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.


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         Section 2.08. 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 2.09. 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 2.10. 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 2.11. 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.


                                   ARTICLE III.

                                   COMMITTEES


         Section 3.01. COMMITTEES. The Board of Directors may appoint from among
its members one or more committees composed of one or more directors and
delegate to these committees any of the powers of the Board of Directors, except
the power to


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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. 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. The members of a committee
present at any meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member. 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 2.09. 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.

         Section 3.03. 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.


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                  (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 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


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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 one or more
Vice-Presidents, assistant officers, and subordinate officers as may be
established by the Board of Directors. A 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


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THE BUSINESS OF THE CORPORATION. THE CHIEF EXECUTIVE OFFICER, IF A MEMBER
of the Board of Directors SHALL, IN THE ABSENCE OF THE CHAIRMAN OF THE BOARD,
PRESIDE AT ALL meetings of the stockholders AND 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; he shall
be a member, ex-officio, of all committees of the Board of Directors, except the
Audit 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. PRESIDENT. The President, IF A MEMBER OF THE BOARD
OF DIRECTORS, SHALL, in the absence of the CHAIRMAN OF THE BOARD AND THE Chief
Executive Officer, preside at meetings of the Board of Directors and
stockholders at which he shall be present. Except in cases in which the signing
and execution of certain documents and instruments has 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 4.04. 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 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 4.05. 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


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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 4.06. 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 4.07. 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 4.08. 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 4.09. 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.


                                   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

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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.


                                   ARTICLE VI.



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                                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.


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         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.

         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.


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