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                                                                     EXHIBIT 3.2
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                                     BYLAWS
                                       OF
                              INTIMATE BRANDS, INC.

                            Adopted October 20, 1995
                                 and as Amended
                                  April 1, 1999


                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1.01. Annual Meeting. The annual meeting of the stockholders of
this corporation, for the purpose of fixing or changing the number of directors
of the corporation, electing directors and transacting such other business as
may come before the meeting, shall be held on such date, at such time and at
such place as may be designated by the Board of Directors.

         Section 1.02. Special Meetings. Special meetings of the stockholders
may be called at any time by the chairman of the board, the vice chairman of the
board, or in case of the death, absence or disability of the chairman of the
board and the vice chairman of the board, the president, or in case of the
president's death, absence, or disability, the vice-president, if any,
authorized to exercise the authority of the president, or a majority of the
Board of Directors acting with or without a meeting; provided, that if and to
the extent that any special meeting of stockholders may be called by any other
person or persons specified in any provision of the certificate of incorporation
or any amendment thereto or any certificate filed under Section 151(g) of the
Delaware General Corporation Law (or its successor statute as in effect from
time to time), then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.

         Section 1.03. Place of Meetings. Meetings of stockholders shall be held
at the principal office of the corporation in the State of Ohio, unless the
Board of Directors decides that a meeting shall be held at some other place and
causes the notice thereof to so state.

         Section 1.04. Notice of Meetings. (a) Unless waived, a written,
printed, or typewritten notice of each annual or special meeting, stating the
date, hour and place and the purpose or purposes thereof shall be served upon or
mailed to each stockholder of record entitled to vote or entitled to notice, not
more than 60 days nor less than 10 days before any such meeting. If mailed, such
notice shall be directed to a stockholder at his or her address as the same
appears on the records of the corporation. If a meeting is adjourned to another
time or place and such adjournment is for 30 days or less and no new record date
is fixed for the adjourned meeting, no further notice as to such adjourned
meeting need be given if the time and place to which it is adjourned are fixed
and announced at such meeting. In the event of a transfer of shares after notice
has been given and prior to the holding of the meeting, it shall not be
necessary to serve notice on the transferee. Such notice shall specify the place
where the stockholders list will be open for examination prior to the meeting if
required by Section 1.08 hereof. If the adjournment
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is for more than 30 days, or after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         (b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

         Section 1.05. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action. If the Board shall not fix such a
record date, (i) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held, and (ii) in any case involving the determination of stockholders for any
purpose other than notice of or voting at a meeting of stockholders, the record
date for determining stockholders for such purpose shall be the close of
business on the day on which the Board of Directors shall adopt the resolution
relating thereto. Determination of stockholders entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         Section 1.06. Organization. At each meeting of the stockholders, the
chairman of the board, or in his absence, the vice chairman of the board, or in
his absence, the president, or, in his absence, any vice-president, or, in the
absence of the chairman of the board, the vice chairman of the board, the
president and a vice-president, a chairman chosen by a majority in interest of
the stockholders present in person or by proxy and entitled to vote, shall act
as chairman, and the secretary of the corporation, or, if the secretary of the
corporation not be present, the assistant secretary, or if the secretary and the
assistant secretary not be present, any person whom the chairman of the meeting
shall appoint, shall act as secretary of the meeting.

         Section 1.07. Quorum. A stockholders' meeting duly called shall not be
organized for the transaction of business unless a quorum is present. Except as
otherwise expressly provided by law, the certificate of incorporation, these
bylaws, or any certificate filed under Section 151(g) of the Delaware General
Corporation Law (or its successor statute as in effect from time to time), (i)
at any meeting called by the Board of Directors, the presence in person or by
proxy of holders of record entitling them to exercise at least one-third of the
voting power of the corporation shall constitute a quorum for such meeting and
(ii) at any meeting


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called other than by the Board of Directors, the presence in person or by proxy
of holders of record entitling them to exercise at least a majority of the
voting power of the corporation shall constitute a quorum for such meeting. The
stockholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. If a meeting cannot be organized because a quorum has
not attended, a majority in voting interest of the stockholders present may
adjourn, or, in the absence of a decision by the majority, any officer entitled
to preside at such meeting may adjourn the meeting from time to time to such
time (not more than 30 days after the previously adjourned meeting) and place as
they (or he) may determine, without notice other than by announcement at the
meeting of the time and place of the adjourned meeting. At any such adjourned
meeting at which a quorum is present any business may be transacted which might
have been transacted at the meeting as originally called.

         Section 1.08. Order of Business and Procedure. The order of business at
all meetings of the stockholders and all matters relating to the manner of
conducting the meeting shall be determined by the chairman of the meeting.
Meetings shall be conducted in a manner designed to accomplish the business of
the meeting in a prompt and orderly fashion and to be fair and equitable to all
stockholders, but it shall not be necessary to follow any manual of
parliamentary procedure.

         Section 1.09. Advance Notice of Stockholder Proposals. In order to
properly submit any business to an annual meeting of stockholders, a stockholder
must give timely notice in writing to the secretary of the corporation. To be
considered timely, a stockholder's notice must be delivered either in person or
by United States certified mail, postage prepaid, and received at the principal
executive offices of the corporation (a) not less than 120 days nor more than
150 days before the first anniversary date of the corporation's proxy statement
in connection with the last annual meeting of stockholders or (b) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at the
time of the previous year's proxy statement, not less than a reasonable time, as
determined by the Board of Directors, prior to the date of the applicable annual
meeting.

         Nomination of persons for election to the Board of Directors may be
made by the Board of Directors or any committee designated by the Board of
Directors or by any stockholder entitled to vote for the election of directors
at the applicable meeting of stockholders. However, nominations other than those
made by the Board of Directors or its designated committee must comply with the
procedures set forth in this Section 1.09, and no person shall be eligible for
election as a director unless nominated in accordance with the terms of this
Section 1.09.

         A stockholder may nominate a person or persons for election to the
Board of Directors by giving written notice to the secretary of the corporation
in accordance with the procedures set forth above. In addition to the timeliness
requirements set forth above for notice to the corporation by a stockholder of
business to be submitted at an annual meeting of stockholders, with respect to
any special meeting of stockholders called for the election of directors,
written notice must be delivered in the manner specified above and not later
than the


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close of business on the seventh day following the date on which notice of such
meeting is first given to stockholders.

         The secretary of the corporation shall deliver any stockholder
proposals and nominations received in a timely manner for review by the Board of
Directors or a committee designated by the Board of Directors.

         A stockholder's notice to submit business to an annual meeting of
stockholders shall set forth (i) the name and address of the stockholder, (ii)
the class and number of shares of stock beneficially owned by such stockholder,
(iii) the name in which such shares are registered on the stock transfer books
of the corporation, (iv) a representation that the stockholder intends to appear
at the meeting in person or by proxy to submit the business specified in such
notice, (v) any material interest of the stockholder in the business to be
submitted and (vi) a brief description of the business desired to be submitted
to the annual meeting, including the complete text of any resolutions to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting. In addition, the stockholder making such proposal shall
promptly provide any other information reasonably requested by the corporation.

         In addition to the information required above to be given by a
stockholder who intends to submit business to a meeting of stockholders, if the
business to be submitted is the nomination of a person or persons for election
to the Board of Directors then such stockholder's notice must also set forth, as
to each person whom the stockholder proposes to nominate for election as a
director, (a) the name, age, business address and, if known, residence address
of such person, (b) the principal occupation or employment of such person, (c)
the class and number of shares of stock of the corporation which are
beneficially owned by such person, (d) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors or is otherwise required by the rules and regulations of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, (e) the written consent of such person to be named in the
proxy statement as a nominee and to serve as a director if elected and (f) a
description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder.

         Any person nominated for election as director by the Board of Directors
or any committee designated by the Board of Directors shall, upon the request of
the Board of Directors or such committee, furnish to the secretary of the
corporation all such information pertaining to such person that is required to
be set forth in a stockholder's notice of nomination.

         Notwithstanding the foregoing provisions of this Section 1.09, a
stockholder who seeks to have any proposal included in the corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended.

         Section 1.10. Voting. (a) Each stockholder shall, at each meeting of
the stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the corporation having voting rights on the
matter in question and which shall have been held by him and registered in his
name on the books of the corporation on the date fixed pursuant to


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Section 1.05 of these bylaws as the record date for the determination of
stockholders entitled to notice of and to vote at such meeting.

         (b) Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes.

         (c) Any such voting rights may be exercised by the stockholder entitled
thereto or by his proxy appointed by an instrument in writing or in any other
manner then permitted by law, subscribed by such stockholder or by such
stockholder's attorney thereunto authorized in any manner then permitted by law
and delivered to the secretary of the meeting in sufficient time to permit the
necessary examination and tabulation thereof before the vote is taken; provided,
however, that no proxy shall be valid after the expiration of three years after
its date of execution, unless the stockholder executing it shall have specified
therein the length of time it is to continue in force. At any meeting of the
stockholders all matters, except as otherwise provided in the certificate of
incorporation, in these bylaws or by law, shall be decided by the vote of a
majority in voting interest of the stockholders present in person or by proxy
and voting thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting or required by the certificate of incorporation. On a
vote by ballot each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and it shall state the number of shares voted.

         Section 1.11. Inspectors. The Board of Directors, in advance of any
meeting of the stockholders, may appoint one or more inspectors to act at the
meeting. If inspectors are not so appointed, the person presiding at the meeting
may appoint one or more inspectors. If any person so appointed fails to appear
or act, the vacancy may be filled by appointment made by the Board of Directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at the meeting with
strict impartiality and according to the best of his ability. The inspectors so
appointed, if any, shall determine the number of shares outstanding, the shares
represented at the meeting, the existence of a quorum and the authenticity,
validity and effect of proxies and shall receive votes, ballots, waivers,
releases, or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots,
waivers, releases, or consents, determine and announce the results and do such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the inspectors
shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts stated and
of the vote as certified by them.



                                   ARTICLE II

                               BOARD OF DIRECTORS


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         Section 2.01. General Powers of Board. The powers of the corporation
shall be exercised, its business and affairs conducted, and its property
controlled by or under the direction of the Board of Directors, except as
otherwise provided by the law of Delaware or in the certificate of
incorporation.

         Section 2.02. Number of Directors. The number of directors of the
corporation (exclusive of directors to be elected by the holders of any one or
more series of Preferred Stock voting separately as a class or classes) shall
not be less than 9 nor more than 13, the exact number of directors to be such
number as may be set from time to time within the limits set forth above by
resolution adopted by affirmative vote of a majority of the whole Board of
Directors. As used in these Bylaws, the term "whole Board" means the total
number of directors which the corporation would have if there were no vacancies.

         Section 2.03. Election of Directors. At each meeting of the
stockholders for the election of directors, the persons receiving the greatest
number of votes shall be the directors. Directors need not be stockholders.

         Section 2.04. Nominations.

                  2.04.1. Nominations for the election of directors may be made
by the Board of Directors or by any stockholder entitled to vote for the
election of directors.

                  2.04.2. Such nominations, if not made by the Board of
Directors, shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the corporation
not less than 14 days nor more than 50 days prior to any meeting of the
stockholders called for the election of directors; provided, however, that if
less than 21 days' notice of the meeting is given to stockholders, such written
notice shall be delivered or mailed, as prescribed, to the secretary of the
corporation not later than the close of the seventh day following the day on
which notice of the meeting was mailed to stockholders. Each such notice shall
set forth (i) the name, age, business address and, if known, residence address
of each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, and (iii) the number of shares of stock of the
corporation which are beneficially owned by each such nominee.

                  2.04.3. Notice of nominations which are proposed by the Board
of Directors shall be given on behalf of the Board by the chairman of the
meeting.

                  2.04.4. The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if the chairman should so
determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

         Section 2.05. Resignations. Any director of the corporation may resign
at any time by giving written notice to the chairman of the board or the
secretary of the corporation. Such resignation shall take effect at the time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.


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         Section 2.06. Vacancies. In the event that any vacancy shall occur in
the Board of Directors, whether because of death, resignation, removal, newly
created directorships resulting from any increase in the authorized number of
directors, the failure of the stockholders to elect the whole authorized number
of directors, or any other reason, such vacancy may be filled by the vote of a
majority of the directors then in office, although less than a quorum. A
director elected to fill a vacancy, other than a newly created directorship,
shall hold office for the unexpired term of his predecessor. Whenever the
holders of any class or classes of stock or series thereof are entitled to elect
one or more directors by the certificate of incorporation, vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.

         Section 2.07. Removal of Directors. Directors may be removed only as
provided in the certificate of incorporation.

         Section 2.08. Place of Meeting, etc. The Board of Directors may hold
any of its meetings at the principal office of the corporation or at such other
place or places as the Board of Directors (or the chairman in the absence of a
determination by the Board of Directors) may from time to time designate.
Directors may participate in any regular or special meeting of the Board of
Directors by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board of
Directors can hear each other and such participation shall constitute presence
in person at such meeting.

         Section 2.09. Annual Meeting. A regular annual meeting of the Board of
Directors shall be held each year at the same place as and immediately after the
annual meeting of stockholders, or at such other place and time as shall
theretofore have been determined by the Board of Directors and notice thereof
need not be given. At its regular annual meeting the Board of Directors shall
organize itself and elect the officers of the corporation for the ensuing year,
and may transact any other business.

         Section 2.10. Regular Meetings. Regular meetings of the Board of
Directors may be held at such intervals at such time as shall from time to time
be determined by the Board of Directors. After such determination and notice
thereof has been once given to each person then a member of the Board of
Directors, regular meetings may be held at such intervals and time and place
without further notice being given.

         Section 2.11. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Board of Directors or by the chairman
or by a majority of directors then in office to be held on such day and at such
time as shall be specified by the person or persons calling the meeting.

         Section 2.12. Notice of Meetings. Notice of each special meeting or,
where required, each regular meeting, of the Board of Directors shall be given
to each director either by being mailed on at least the third day prior to the
date of the meeting or by being telegraphed, faxed or given personally or by
telephone on at least 24 hours notice prior to the date of meeting. Such notice
shall specify the place, date and hour of the meeting and, if it is for a
special


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meeting, the purpose or purposes for which the meeting is called. At any meeting
of the Board of Directors at which every director shall be present, even though
without such notice, any business may be transacted. Any acts or proceedings
taken at a meeting of the Board of Directors not validly called or constituted
may be made valid and fully effective by ratification at a subsequent meeting
which shall be legally and validly called or constituted. Notice of any regular
meeting of the Board of Directors need not state the purpose of the meeting and,
at any regular meeting duly held, any business may be transacted. If the notice
of a special meeting shall state as a purpose of the meeting the transaction of
any business that may come before the meeting, then at the meeting any business
may be transacted, whether or not referred to in the notice thereof. A written
waiver of notice of a special or regular meeting, signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be deemed the equivalent of such notice, and attendance of a director at a
meeting shall constitute a waiver of notice of such meeting except when the
director attends the meeting and prior to or at the commencement of such meeting
protests the lack of proper notice.

         Section 2.13. Quorum and Voting. At all meetings of the Board of
Directors, the presence of a majority of the directors then in office shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the certificate of incorporation, or these bylaws, the vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. At all meetings of the Board of
Directors, each director shall have one vote.

         Section 2.14. Committees. The Board of Directors may appoint an
executive committee and any other committee of the Board of Directors, to
consist of one or more directors of the corporation, and may delegate to any
such committee any of the authority of the Board of Directors, however
conferred, other than the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the bylaws of the corporation. No committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock unless the
resolution creating such committee expressly so provides. Each such committee
shall serve at the pleasure of the Board of Directors, shall act only in the
intervals between meetings of the Board of Directors and shall be subject to the
control and direction of the Board of Directors. Any such committee may act by a
majority of its members at a meeting or by a writing or writings signed by all
of its members. Any such committee shall keep written minutes of its meetings
and report the same to the Board of Directors at the next regular meeting of the
Board of Directors.

         Section 2.15. Compensation. The Board of Directors may, by resolution
passed by a majority of those in office, fix the compensation of directors for
service in any capacity and may fix fees for attendance at meetings and may
authorize the corporation to pay the traveling and other expenses of directors
incident to their attendance at meetings, or may delegate such authority to a
committee of the board.


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         Section 2.16. Action by Consent. Any action required or permitted to be
taken at any meeting of the board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or such committee.

                                   ARTICLE III

                                    OFFICERS

         Section 3.01. General Provisions. The principal officers of the
corporation shall be the chairman of the board (who shall be a director), a vice
chairman of the board (who shall be a director), a president, such number of
vice-presidents as the board may from time to time determine, a secretary and a
treasurer. Any person may hold any two or more offices and perform the duties
thereof, except the offices of chairman of the board and vice chairman of the
board, or the offices of president and vice-president or the offices of
president and secretary.

         Section 3.02. Election, Terms of Office, and Qualification. The
officers of the corporation named in Section 3.01 of this Article III shall be
elected by the Board of Directors for an indeterminate term and shall hold
office at the pleasure of the Board of Directors.

         Section 3.03. Additional Officers, Agents, etc. In addition to the
officers mentioned in Section 3.01 of this Article III, the corporation may have
such other officers or agents as the Board of Directors may deem necessary and
may appoint, each of whom shall hold office for such period, have such authority
and perform such duties as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer the power to
appoint any subordinate officers or agents. In the absence of any officer of the
corporation, or for any other reason the Board of Directors may deem sufficient,
the Board of Directors may delegate, for the time being, the powers and duties,
or any of them, of such officer to any other officer, or to any director.

         Section 3.04. Removal. Except as set forth below, any officer of the
corporation may be removed, either with or without cause, at any time, by
resolution adopted by the Board of Directors at any meeting, the notice (or
waivers of notice) of which shall have specified that such removal action was to
be considered. Any officer appointed not by the Board of Directors but by an
officer or committee to which the Board of Directors shall have delegated the
power of appointment may be removed, with or without cause, by the committee or
superior officer (including successors) who made the appointment, or by any
committee or officer upon whom such power of removal may be conferred by the
Board of Directors.

         Section 3.05. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, or to the chairman of the
board, the vice chairman of the board, the president, or the secretary of the
corporation. Any such resignation shall take effect at the time specified
therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.


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         Section 3.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these bylaws for regular appointments or elections to such
office.

                                   ARTICLE IV

                             DUTIES OF THE OFFICERS

         Section 4.01. The Chairman of the Board. The chairman of the board
shall be chief executive officer of the corporation and shall have general
supervision over the property, business and affairs of the corporation and over
its several officers, subject, however, to the control of the Board of
Directors. The chairman shall, if present, preside at all meetings of the
stockholders and of the Board of Directors. The chairman may sign, with the
secretary, treasurer or any other proper officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares in the
corporation. The chairman may sign, execute and deliver in the name of the
corporation all deeds, mortgages, bonds, leases, contracts, or other instruments
either when specially authorized by the Board of Directors or when required or
deemed necessary or advisable by him in the ordinary conduct of the
corporation's normal business, except in cases where the signing and execution
thereof shall be expressly delegated by these bylaws to some other officer or
agent of the corporation or shall be required by law or otherwise to be signed
or executed by some other officer or agent, and the chairman may cause the seal
of the corporation, if any, to be affixed to any instrument requiring the same.

         Section 4.02. Vice Chairman of the Board. The vice chairman of the
board shall perform such duties as are conferred upon him by these bylaws or as
may from time to time be assigned to him by the chairman of the board or the
Board of Directors. The authority of the vice chairman of the board to sign in
the name of the corporation all certificates for shares and deeds, mortgages,
leases, bonds, contracts, notes and other instruments, shall be coordinate with
like authority of the chairman of the board. In the absence or disability of the
chairman of the board, the vice chairman of the board shall perform all the
duties of the chairman of the board, and when so acting, shall have all the
powers of the chairman of the board.

         Section 4.03. The President. The president shall perform such duties as
are conferred upon him by these bylaws or as may from time to time be assigned
to him by the chairman of the board or the vice chairman of the board or the
Board of Directors.

         Section 4.04. Vice-Presidents. The vice-presidents shall perform such
duties as are conferred upon them by these bylaws or as may from time to time be
assigned to them by the Board of Directors, the chairman of the board, the vice
chairman of the board or the president. At the request of the chairman of the
board, in the absence or disability of the president, the vice-president
designated by the chairman of the board shall perform all the duties of the
president, and when so acting, shall have all of the powers of the president.

         Section 4.05. The Treasurer. The treasurer shall be the custodian of
all funds and securities of the corporation. Whenever so directed by the Board
of Directors, the treasurer shall


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render a statement of the cash and other accounts of the corporation, and the
treasurer shall cause to be entered regularly in the books and records of the
corporation to be kept for such purpose full and accurate accounts of the
corporation's receipts and disbursements. The treasurer shall have such other
powers and shall perform such other duties as may from time to time be assigned
to him by the Board of Directors, the chairman of the board or the vice chairman
of the board.

         Section 4.06. The Secretary. The secretary shall record and keep the
minutes of all meetings of the stockholders and the Board of Directors in a book
to be kept for that purpose. The secretary shall be the custodian of, and shall
make or cause to be made the proper entries in, the minute book of the
corporation and such other books and records as the Board of Directors may
direct. The secretary shall be the custodian of the seal of the corporation, if
any, and shall affix such seal to such contracts, instruments and other
documents as the Board of Directors or any committee thereof may direct. The
secretary shall have such other powers and shall perform such other duties as
may from time to time be assigned to him by the Board of Directors, the chairman
of the board or the vice chairman of the board.

                                    ARTICLE V

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 5.01. Indemnification. (a) The corporation shall indemnify and
hold harmless any person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in, any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he, his testator, or intestate is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, or as a member of any committee or similar
body, to the fullest extent permitted by the laws of Delaware as they may exist
from time to time. The right to indemnification conferred in this Article V
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent permitted by the laws of Delaware as they may exist from time
to time.

         (b) The corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by the laws of Delaware as they may exist from time
to time.

         Section 5.02. Insurance. The proper officers of the corporation,
without further authorization by the Board of Directors, may in their discretion
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent for
another corporation, partnership, joint venture, trust or other enterprise,
against any liability.


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<PAGE>   12
         Section 5.03. ERISA. To assure indemnification under this Article of
all such persons who are or were "fiduciaries" of an employee benefit plan
governed by the Act of Congress entitled "Employee Retirement Income Security
Act of 1974", as amended from time to time, the provisions of this Article V
shall, for the purposes hereof, be interpreted as follows: an "other enterprise"
shall be deemed to include an employee benefit plan; the corporation shall be
deemed to have requested a person to serve as an employee of an employee benefit
plan where the performance by such person of his duties to the corporation also
imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to said Act of Congress shall
be deemed "fines"; and action taken or omitted by a person with respect to an
employee benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.

         Section 5.04. Contractual Nature. The foregoing provisions of this
Article V shall be deemed to be a contract between the corporation and each
director and officer who serves in such capacity at any time while this Article
is in effect. Neither any repeal or modification of this Article or, to the
fullest extent permitted by the laws of Delaware, any repeal or modification of
laws, shall affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts.

         Section 5.05. Construction. For the purposes of this Article V,
references to "the corporation" include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director or officer of such constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise or as a member of any committee or similar body shall stand in the
same position under the provisions of this Article with respect to the resulting
or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.






                                   ARTICLE VI

                  DEPOSITORIES, CONTRACTS AND OTHER INSTRUMENTS

         Section 6.01. Depositories. The chairman of the board, the vice
chairman of the board, the president, the treasurer, and any vice-president of
the corporation whom the Board of


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<PAGE>   13
Directors authorizes to designated depositories for the funds of the corporation
are each authorized to designate depositories for the funds of the corporation
deposited in its name and the signatories and conditions with respect thereto in
each case, and from time to time, to change such depositories, signatories and
conditions, with the same force and effect as if each such depository, the
signatories and conditions with respect thereto and changes therein had been
specifically designated or authorized by the Board of Directors; and each
depository designated by the Board of Directors or by the chairman of the board,
the vice chairman of the board, the president, the treasurer, or any such
vice-president of the corporation, shall be entitled to rely upon the
certificate of the secretary or any assistant secretary of the corporation
setting forth the fact of such designation and of the appointment of the
officers of the corporation or of other persons who are to be signatories with
respect to the withdrawal of funds deposited with such depository, or from time
to time the fact of any change in any depository or in the signatories with
respect thereto.

         Section 6.02. Execution of Instruments Generally. In addition to the
powers conferred upon the chairman of the board in Section 4.01 and the vice
chairman of the board in Section 4.02 and except as otherwise provided in
Section 6.01 of this Article VI, all contracts and other instruments entered
into in the ordinary course of business requiring execution by the corporation
may be executed and delivered by the president, the treasurer, or any
vice-president and authority to sign any such contracts or instruments, which
may be general or confined to specific instances, may be conferred by the Board
of Directors upon any other person or persons. Any person having authority to
sign on behalf of the corporation may delegate, from time to time, by instrument
in writing, all or any part of such authority to any person or persons if
authorized so to do by the Board of Directors.

                                   ARTICLE VII

                            SHARES AND THEIR TRANSFER

         Section 7.01. Certificate for Shares. Every owner of one or more shares
in the corporation shall be entitled to a certificate, which shall be in such
form as the Board of Directors shall prescribe, certifying the number and class
of shares in the corporation owned by him. When such certificate is
counter-signed by an incorporated transfer agent or registrar, the signature of
any of said officers may be facsimile, engraved, stamped or printed. The
certificates for the respective classes of such shares shall be numbered in the
order in which they shall be issued and shall be signed in the name of the
corporation by the chairman of the board or the vice chairman of the board, or
the president or a vice-president, and by the secretary or an assistant
secretary or the treasurer or an assistant treasurer. A record shall be kept of
the name of the person, firm, or corporation owning the shares represented by
each such certificate and the number of shares represented thereby, the date
thereof, and in case of cancellation, the date of cancellation. Every
certificate surrendered to the corporation for exchange or transfer shall be
cancelled and no new certificate or certificates shall be issued in exchange for
any existing certificates until such existing certificates shall have been so
cancelled.


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<PAGE>   14
         Section 7.02. Lost, Destroyed and Mutilated Certificates. If any
certificates for shares in this corporation become worn, defaced, or mutilated
but are still substantially intact and recognizable, the directors or authorized
officers, upon production and surrender thereof, shall order the same cancelled
and shall issue a new certificate in lieu of same. The holder of any shares in
the corporation shall immediately notify the corporation if a certificate
therefor shall be lost, destroyed, or mutilated beyond recognition, and the
corporation may issue a new certificate in the place of any certificate
theretofore issued by it which is alleged to have been lost or destroyed or
mutilated beyond recognition, and the Board of Directors may, in its discretion,
require the owner of the certificate which has been lost, destroyed, or
mutilated beyond recognition, or his legal representative, to give the
corporation a bond in such sum and with such surety or sureties as it may
direct, not exceeding double the value of the stock, to indemnity the
corporation against any claim that may be made against it on account of the
alleged loss, destruction, or mutilation of any such certificate. The Board of
Directors may, however, in its discretion, refuse to issue any such new
certificate except pursuant to legal proceedings, under the laws of the State of
Delaware in such case made and provided.

         Section 7.03. Transfers of Shares. Transfers of shares in the
corporation shall be made only on the books of the corporation by the registered
holder thereof, his legal guardian, executor, or administrator, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the secretary of the corporation or with a transfer agent appointed by the Board
of Directors, and on surrender of the certificate or certificates for such
shares properly endorsed or accompanied by properly executed stock powers and
evidence of the payment of all taxes imposed upon such transfer. The person in
whose name shares stand on the books of the corporation shall, to the full
extent permitted by law, be deemed the owner thereof for all purposes as regards
the corporation.

         Section 7.04. Regulations. The Board of Directors may make such rules
and regulations as it may deem expedient, not inconsistent with these bylaws
concerning the issue, transfer, and registration of certificates for shares in
the corporation. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.

                                  ARTICLE VIII

                                      SEAL

         The Board of Directors may provide a corporate seal, which shall be
circular and contain the name of the corporation engraved around the margin and
the words "corporate seal", the year of its organization, and the word
"Delaware".


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