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                                   Exhibit 4.2
                                                         Effective May 18, 2000


                                   BY-LAWS OF

                            THE ALLSTATE CORPORATION

                             A DELAWARE CORPORATION


                                    ARTICLE I

                                     OFFICES

         Section 1. REGISTERED OFFICE; REGISTERED AGENT. The registered office
in the State of Delaware and the name of the corporation's registered agent at
such address shall be as stated in the Second Article of the Certificate of
Incorporation of The Allstate Corporation, as it may be amended from time to
time.

         Section 2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors of the corporation (the "Board of Directors") may from time to time
determine or the business of the corporation may require.


                                   ARTICLE II

                                  STOCKHOLDERS

         Section 1. MEETINGS OF STOCKHOLDERS. All meetings of the stockholders
for the election of directors shall be held at the registered office of the
corporation, or at such other location within or without the State of Delaware
as may be set forth in the notice of call. Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of call.

         Section 2. ANNUAL MEETING. The annual meeting of stockholders shall be
held each year at a time and place determined by the Board of Directors. At the
annual meeting, the stockholders shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.

         Section 3. NOTICE OF ANNUAL MEETINGS. Written notice of the annual
meeting shall be given to each stockholder entitled to vote thereat at least ten
and not more than sixty days before the date of the meeting.

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         Section 4. STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the corporation shall make, at least ten days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city, where the meeting is to be held and
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held. The list shall be
produced subject to the inspection of any stockholder who may be present.

         Section 5. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the certificate of
incorporation, may only be called by the Chairman of the Board and Chief
Executive Officer and shall be called by the Chairman of the Board and Chief
Executive Officer at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the proposed
meeting.

         Section 6. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting of stockholders, stating the date, time, place and purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat, at least
ten and not more than sixty days before the date fixed for the meeting.

         Section 7. BUSINESS TRANSACTED AT SPECIAL MEETINGS. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

         Section 8. APPOINTMENT OF INSPECTORS OF ELECTION. The Board of
Directors shall, in advance of sending to the stockholders any notice of a
meeting of the holders of any class of shares, appoint one or more inspectors of
election ("inspectors") to act at such meeting or any adjournment or
postponement thereof and make a written report thereof. The Board of Directors
may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is so appointed or if
no inspector or alternate is able to act, the Chairman of the Board and Chief
Executive Officer shall appoint one or more inspectors to act at such meeting.
Each inspector, before entering upon the discharge of such inspector's duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of such inspector's ability. The
inspectors shall not be directors, officers or employees of the corporation.

         Section 9. QUORUM; ADJOURNMENT. Except as otherwise required by law or
the certificate of incorporation, the holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders

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entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting to a later date without notice other than
announcement at the meeting, until a quorum shall be present or represented. If
at such later date, a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if 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.

         Section 10. VOTING POWER. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

         Section 11. VOTING; PROXIES. Except as otherwise provided by law or by
the certificate of incorporation and subject to these by-laws, each stockholder
shall at every meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period, and, except where the transfer
books of the corporation have been closed or a date has been fixed as a record
date for the determination of its stockholders entitled to vote, no share of
stock shall be voted on at any election for directors which has been transferred
on the books of the corporation within twenty days next preceding such election
of directors.

         Section 12. BALLOTS. The vote on any matter, including the election of
directors, shall be by written ballot. Each ballot shall be signed by the
stockholder voting, or by such stockholder's proxy, and shall state the number
of shares voted.

         Section 13. STOCK LEDGER. The stock ledger of the corporation shall be
the only evidence as to who are the stockholders entitled (i) to examine the
stock ledger, any stockholder list required by these by-laws or the books of the
corporation, or (ii) to vote in person or by proxy at any meeting of
stockholders.

         Section 14. NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Any action
required or permitted to be taken by the holders of any class or series of stock
of the corporation entitled to vote generally in the election of directors may
be taken only by vote at an annual or special meeting at which such action may
be taken and may not be taken by written consent.

         Section 15. ADVANCE NOTICE OF STOCKHOLDER-PROPOSED BUSINESS AT ANNUAL
MEETING. To be properly brought before an annual meeting, business must be
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction

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of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than ninety (90) nor
more than one hundred and twenty (120) days prior to the one year anniversary of
the date of the annual meeting of the previous year. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the corporation that are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these by-laws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 15, PROVIDED, HOWEVER, that nothing in this Section 15
shall be deemed to preclude discussion by any stockholder of any business
properly brought before the annual meeting. The chairman of an annual meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the provisions of
this Section 15 and if he or she should so determine, he or she shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.

         Section 16. NOMINATION OF DIRECTORS; ADVANCE NOTICE OF STOCKHOLDER
NOMINATIONS. Only persons who are nominated in accordance with the procedures
set forth in this Section 16 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
at the annual meeting may be made at a meeting of stockholders by or at the
direction of the Board of Directors, by any nominating committee or person
appointed for such purpose by the Board of Directors, or by any stockholder of
the corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 16. Such
nominations, other than those made by, or at the direction of, or under the
authority of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than ninety (90) nor more than one hundred
and twenty (120) days prior to the one year anniversary of the date of the
annual meeting of the previous year. Such stockholder's notice to the Secretary
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of capital stock of the
corporation, if any, which are beneficially owned by the person and (iv) any
other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14A under
the Securities Exchange Act of 1934, as amended; and (b) as

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to the stockholder giving the notice (i) the name and record address of the
stockholder and (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by the stockholder. The corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the qualifications of
such proposed nominee to serve as director of the corporation. The chairman
of the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the foregoing
procedure and, if he or she should so determine, he or she shall so declare
to the meeting and the defective nomination shall be disregarded.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. POWERS. The business of the corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
law, by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

         Section 2. NUMBER; ELECTION; TERM OF OFFICE. The Board of Directors
shall consist of a minimum of three (3) directors and a maximum of fifteen (15)
directors. The number of directors which shall constitute the initial Board of
Directors shall be three (3). Thereafter, the number of directors shall be
established from time to time by resolution of the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 3 of this Article, and each director elected shall hold
office until a successor is duly elected and qualified or his or her earlier
resignation or removal.

         Section 3. FILLING OF VACANCIES. Vacancies and newly created
directorships may be filled by a majority of the directors then in office,
though less than a quorum, and each director so chosen shall hold office until a
successor is duly elected and qualified or his or her earlier resignation or
removal. If there are no directors in office, then an election of directors may
be held in the manner provided by the General Corporation Law of the State of
Delaware. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         Section 4. RESIGNATION. Any director may resign at any time upon
written notice to the corporation. Such written resignation shall take effect at
the time specified therein, and if no time be specified, at the time of its
receipt by the Chairman of the Board and Chief Executive Officer or Secretary.
The acceptance of a resignation shall not be necessary to make it effective.

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         Section 5. MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors
of the corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

         Section 6. ANNUAL MEETINGS. The annual meeting of each newly elected
Board of Directors shall be held without notice other than this by-law
immediately after the annual meeting of stockholders.

         Section 7. REGULAR MEETINGS. Regular meetings, other than the annual
meeting, of the Board of Directors may be held within or without the State of
Delaware at such time and at such place as shall from time to time be determined
by resolution of the Board of Directors.

         Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be called by the Secretary or an Assistant Secretary on the request of the
Chairman of the Board and Chief Executive Officer, or on the request in writing
of one-third of the whole Board of Directors, stating the purpose or purposes of
such meeting.

         Section 9. NOTICE OF MEETINGS. Notices of meetings, other than the
annual meeting, shall be mailed to each director, addressed to each director at
such director's residence or usual place of business, or the address where the
director is known to be, not later than three days before the day on which the
meeting is to be held, or shall be sent to either of such places by telegraph,
by telecopy, by facsimile transmission or be communicated to each director
personally or by telephone, not later than three hours before such meeting.
Notice of any meeting of the Board of Directors need not be given to any
director who shall sign a written waiver thereof either before or after the time
stated therein for such meeting, or who shall be present at the meeting and
participate in the business transacted thereat; and any and all business
transacted at any meeting of the Board of Directors shall be fully effective
without any notice thereof having been given, if all the members shall be
present thereat. Unless limited by law, the certificate of incorporation, the
by-laws, or by the terms of the notice thereof, any and all business may be
transacted at any meeting without the notice thereof having so specially
enumerated the matters to be acted upon.

         Section 10. ORGANIZATION. The Chairman of the Board and Chief Executive
Officer shall preside at all meetings of the Board of Directors at which the
Chairman of the Board and Chief Executive Officer is present. If the Chairman of
the Board and Chief Executive Officer shall be absent from any meeting of the
Board of Directors, the duties otherwise provided in this Section 10 to be
performed by the Chairman of the Board and Chief Executive Officer at such
meeting shall be performed at such meeting by one of the directors chosen by the
members of the Board of Directors present at such meeting. The Secretary of the
corporation shall act as the secretary at all meetings of the Board of Directors
and in the Secretary's absence a temporary secretary shall be appointed by the
chairman of the meeting.

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         Section 11. QUORUM; VOTING; ADJOURNMENT. Except as otherwise required
by law or by the certificate of incorporation, at all meetings of the Board of
Directors, a majority of the whole Board of Directors shall constitute a quorum
for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors who are present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 12. ACTION BY UNANIMOUS WRITTEN CONSENT. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board of Directors or of
such committee as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or such committee.

         Section 13. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Unless
otherwise restricted by the certificate of incorporation or these by-laws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee thereof, through the use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

         Section 14. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of two or more of the directors of
the corporation, which, to the extent provided in the resolution, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

         Section 15. COMMITTEE MEMBERS. Each member of any such committee shall
hold office until such member's successor is elected and has qualified, unless
such member sooner dies, resigns, or is removed. The number of directors which
shall constitute any committee shall be determined by the whole Board of
Directors from time to time. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

         Section 16. COMMITTEE SECRETARY. The Board of Directors may elect a
secretary of any such committee. If the Board of Directors does not elect such a
secretary, the committee shall do so. The secretary of any committee need not be
a member of the

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committee, but shall be selected from a member of the staff of the office of the
Secretary of the corporation, unless otherwise provided by the Board of
Directors.

         Section 17. MINUTES OF COMMITTEE MEETINGS. The secretary of each
committee shall keep regular minutes of the meetings of the committee, and shall
provide copies of the minutes to the Secretary of the corporation, unless
otherwise provided by the Board of Directors.

         Section 18. COMMITTEE MEETINGS. Meetings of committees of the Board of
Directors may be held at any place, within or without the State of Delaware, as
shall from time to time be designated by the Board of Directors or the committee
in question. Regular meetings of any committee shall be held at such times as
may be determined by resolution of the Board of Directors or the committee in
question and no notice shall be required for any regular meeting. A special
meeting of any committee shall be called by resolution of the Board of
Directors, or by the Secretary or an Assistant Secretary upon the request of any
member of the committee. Notices of special meetings shall be mailed to each
member of the committee in question no later than two days before the day on
which the meeting is to be held, or shall be sent by telegraph, by telecopy, or
be delivered to such member personally or by telephone, no later than three
hours before such meeting. Notices of any such meeting need not be given to any
such member, however, who shall sign a written waiver thereof, whether before or
after the meeting, or who shall be present at the meeting and participate in the
business transacted thereat; and any and all business transacted at any meeting
of any committee shall be fully effective without any notice thereof having been
given, if all the members of the committee shall be present thereat. Unless
limited by law, the certificate of incorporation, these by-laws, or by the terms
of the notice thereof, any and all business may be transacted at any such
special meeting without the notice thereof having so specifically enumerated the
matters to be acted upon.

         Section 19. ACTION WITHOUT A COMMITTEE MEETING. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if all members of such committee consent thereto
in writing and such writing or writings are filed with the minutes of
proceedings of the committee.

         Section 20. EXECUTIVE COMMITTEE. The Executive Committee shall consist
of a director, who shall serve as chairman of the Executive Committee, and of
such number of other directors, a majority of whom shall not be officers or
employees of the corporation, not less than two, as shall from time to time be
prescribed by the Board of Directors. The Executive Committee, unless otherwise
provided by resolution of the Board of Directors, shall between meetings of the
Board of Directors have all the powers of the Board of Directors and may perform
all of the duties thereof, except that the Executive Committee shall have no
authority as to the following matters: (i) submission to stockholders of any
action that requires stockholders' authorization under the General Corporation
Law of the State of Delaware; (ii) compensation of directors; (iii) amendment or
repeal of these by-laws or the adoption of new by-laws; (iv) amendment or repeal
of any resolution of the

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Board of Directors that by its terms may not be so amended or repealed; (v)
action in respect of dividends to stockholders; (vi) election of officers,
directors or members of committees of the Board of Directors. Any action
taken by the Executive Committee shall be subject to revision or alteration
by the Board of Directors, provided that rights or acts of third parties
vested or taken in reliance on such action prior to their written notice of
any such revision or alteration shall not be adversely affected by such
revision or alteration.

         Section 21. AUDIT COMMITTEE. The size of the Audit Committee shall be
set from time to time by the Board of Directors, but will always consist of at
least three directors. The members of the Audit Committee shall be appointed by
the Board upon the recommendation of the Nominating and Governance Committee in
accordance with the independence and experience requirements of the New York
Stock Exchange.

         Upon completion of the audit of the Corporation each year, the
Committee shall review the Corporation's annual financial statements, including
major issues regarding accounting and auditing principles and practices, as well
as the adequacy of internal controls that could significantly affect the
Corporation's financial statements. The Committee shall review the independent
public accountants' report on the annual financial statements. The Committee
shall also review any filings with the Securities and Exchange Commission and
other published documents containing the Corporation's annual financial
statements. In performing these reviews, the Committee will confer with
management, the Corporation's independent public accountants and its internal
auditors.

         The Audit Committee shall review all recommendations made by the
Corporation's independent public accountants and internal auditors to the Audit
Committee or the Board of Directors with respect to accounting matters and the
system of internal controls used by the Corporation. The Committee shall examine
the scope of audits conducted by the Corporation's independent public
accountants and internal auditors. The Committee shall review any reports from
the Corporation's independent public accountants and internal auditors
concerning compliance by management with governmental laws and regulations and
with the Corporation's policies relating to ethics, conflicts of interest,
perquisites and use of corporate assets. The Committee shall also, pursuant to
applicable regulatory requirements and professional standards:

       -      discuss with the independent public accountants judgments about
              the quality (not just the acceptability) of the accounting
              principles used in financial reporting;

       -      prepare the audit committee report required by the rules of the
              Securities and Exchange Commission to be included in the
              Corporation's annual proxy statement.

         The Audit Committee shall meet with the Corporation's independent
public accountants and/or internal auditors without management present whenever
the Committee shall deem it appropriate. The Committee shall review with the
General

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Counsel of the Corporation the status of legal matters that may have
a material impact on the Corporation's financial statements.

         Annually, the Audit Committee shall review the qualifications of the
Corporation's independent public accountants. The Audit Committee shall also
receive periodic written reports from the independent public accountants
regarding their independence and actively discuss such reports with the
accountants. As part of such reviews, the Committee shall consider
management's plans for engaging the accountants for management advisory
services and shall determine whether any such engagements could impair the
accountants' independence. The Committee shall also evaluate the performance
of the independent public accountants and, if so determined by the Audit
Committee, recommend that the Board replace them. Following this review, the
Committee shall advise the Board of Directors with respect to the selection
of independent public accountants to audit the Corporation's financial
statements and to perform such other duties as the Board of Directors may
prescribe. If any subsequent concerns regarding the accountants' independence
are identified, the Committee shall recommend that the Board of Directors
take appropriate action to satisfy itself of the accountants' independence.

         The Audit Committee shall have the power to conduct or authorize
special projects or investigations related to matters that the Committee
considers necessary to discharge its duties and responsibilities. It shall have
the power to retain independent outside counsel, accountants or others to assist
it in the conduct of any investigations and may use the Corporation's internal
auditors for such purpose. The Committee is not expected to conduct
investigations or to resolve disagreements, if any, between management and the
independent public accountants.

         While the Audit Committee has the responsibilities and powers set forth
in these By-Laws, the Committee is not required to plan or conduct audits or to
determine that the Corporation's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent public accountants.

         The Audit Committee shall also review and reassess the adequacy of this
Section of these By-Laws on an annual basis and recommend any proposed changes
to the Board of Directors.


         Section 22. COMPENSATION AND SUCCESSION COMMITTEE. The size of the
Compensation and Succession Committee shall be set from time to time by the
Board of Directors, but will always consist of at least two directors. The
members of the Committee shall not be officers or employees of the corporation
or any of its affiliates.

         The Compensation and Succession Committee shall make recommendations to
the Board of Directors with respect to the following:

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-        The nominees for election as officers of the corporation (other than
         the Chairman and Chief Executive Officer) and the senior officer of
         each significant operating subsidiary of the corporation.

-        The corporation's proxy statements and form of proxy for its annual
         meetings.

-        The administration of the salaries, bonuses, and other compensation
         to be paid to the elected officers of the corporation, including the
         terms and conditions of their employment.

         The Compensation and Succession Committee shall administer all stock
option and other benefit plans (unless otherwise specified in plan documents)
affecting the direct and indirect remuneration of officers of the corporation
and its subsidiaries.

         Annually, the Compensation and Succession Committee shall review the
management organization of the corporation and succession plans for the
senior officer of each significant operating subsidiary of the corporation
and shall confer with the Chairman and Chief Executive Officer regarding the
persons he or she considers qualified to fill any vacancy that may occur in
such offices.

         Section 23. NOMINATING AND GOVERNANCE COMMITTEE. The size of the
Nominating and Governance Committee shall be set from time to time by the Board
of Directors, but will always consist of at least two directors. The members of
the Committee shall not be officers or employees of the corporation or any of
its affiliates.

         The Nominating and Governance Committee shall make recommendations
to the Board of Directors with respect to the following:

-        The appropriate size and composition of the Board of Directors.

-        The nominees for election to the Board of Directors for whom the
         corporation should solicit proxies.

-        The nominees for election to all committees of the Board of Directors.

-        The nominees for election as Chairman and Chief Executive Officer.

-        Plans for the annual stockholders' meeting.

-        The policies and practices on stockholder voting.

-        The nominees to serve as proxies in connection with the annual
         stockholders' meetings.

-        The corporation's proxy statements and form of proxy for its annual
         meetings.

-        Establishment of guidelines on corporate governance.

-        Determination of criteria for assessment of performance of the Board of
         Directors.

-        The administration of all compensation to be paid to directors of
         the corporation who are not officers or employees of the corporation
         or any of its affiliates.

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-        Periodic review of the performance of the Chairman and Chief Executive
         Officer.

         Either the Chairman of the Board or the Nominating and Governance
Committee itself recommends to the Board, and the Board designates, the members
and chairman of the Nominating and Governance Committee.

         Section 24. COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the certificate of incorporation, the Board of Directors shall have the
authority to fix the compensation of directors by written resolution. The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                   ARTICLE IV

                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

       Section 1. DEFINITIONS. As used in this Article:

       (A)    "acted properly" as to any employee shall mean that such person

              (i)    acted in good faith;

              (ii)   acted in a manner which he or she reasonably believed to be
                     in or not opposed to the best interests of the corporation;
                     and

              (iii)  with respect to any criminal action or proceeding, had no
                     reasonable cause to believe that his or her conduct was
                     unlawful.

       The termination of any proceeding by judgment, order, settlement,
       conviction, or upon a plea of nolo contendere or its equivalent, shall
       not, of itself, create a presumption that the person did not act
       properly.

       (B)    "covered person" shall mean an Indemnitee (as defined below) or an
              Employee Indemnitee (as defined below).

       (C)    "Employee Indemnitee" shall mean any non-officer employee of the
              corporation (but not subsidiaries of the corporation).

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       (D)    "expenses" shall include attorneys' fees and expenses and any
              attorneys' fees and expenses of establishing a right to
              indemnification under this Article.

       (E)    "Indemnitee" shall mean any person who is or was

              (i)    a director or officer of the corporation and/or any
                     subsidiary;

              (ii)   a trustee or a fiduciary under any employee pension, profit
                     sharing, welfare or similar plan or trust of the
                     corporation and/or any subsidiary; or

              (iii)  serving at the request of the corporation as a director or
                     officer of or in a similar capacity in another corporation,
                     partnership, joint venture, trust or other enterprise,
                     (which shall, for the purpose of this Article be deemed to
                     include not-for-profit or for-profit entities of any type),
                     whether acting in such capacity or in any other capacity
                     including, without limitation, as a trustee or fiduciary
                     under any employee pension, profit sharing, welfare or
                     similar plan or trust.

       (F)    "proceeding" shall mean any threatened, pending or completed
              action or proceeding, whether civil or criminal, and whether
              judicial, legislative or administrative and shall include
              investigative action by any person or body.

       (G)    "subsidiary" shall mean a corporation, 50% or more of the shares
              of which at the time outstanding having voting power for the
              election of directors are owned directly or indirectly by the
              corporation or by one or more subsidiaries or by the corporation
              and one or more subsidiaries.

       Section 2. INDEMNIFICATION.

       (A)    The corporation shall indemnify any Indemnitee to the fullest
              extent permitted under law (as the same now or hereafter exists),
              who was or is a party or is threatened to be made a party to any
              proceeding by reason of the fact that such person is or was an
              Indemnitee against liabilities, expenses, judgments, fines and
              amounts paid in settlement actually and reasonably incurred by him
              or her.

       (B)    The corporation shall indemnify any Employee Indemnitee who was or
              is a party or is threatened to be made a party to any proceeding
              (other than an action by or in the right of the corporation) by
              reason of the fact that such

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<PAGE>

              person is or was an employee against liabilities, expenses,
              judgments, fines and amounts paid in settlement actually and
              reasonably incurred by him or her in connection with such
              proceeding if such person acted properly.

       (C)    The corporation shall indemnify any Employee Indemnitee who was or
              is a party or is threatened to be made a party to any proceeding
              by or in the right of the corporation to procure a judgment in its
              favor by reason of the fact that such person is or was an employee
              against amounts paid in settlement and against expenses actually
              and reasonably incurred by him or her in connection with the
              defense or settlement of such proceeding if he or she acted
              properly, except that no indemnification shall be made in respect
              of any claim, issue or matter as to which such person shall have
              been adjudged to be liable for negligence or misconduct in the
              performance of his or her duty to the corporation unless and only
              to the extent that the court in which such action or suit was
              brought shall determine upon application that, despite the
              adjudication of liability but in view of all the circumstances of
              the case, such person is fairly and reasonably entitled to
              indemnity for such expenses which such court shall deem proper.

         Section 3. ADVANCES. Expenses incurred in defending a proceeding shall
be paid by the corporation to or on behalf of a covered person in advance of the
final disposition of such proceeding if the corporation shall have received an
undertaking by or on behalf of such person to repay such amounts unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized in this Article.

         Section 4. PROCEDURES FOR INDEMNIFICATION OR ADVANCE. Any
indemnification or advance under Sections 2 or 3 of this Article (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
proceeding upon a determination that indemnification or advancement to a covered
person is proper in the circumstances. Such determination shall be made:

       (A)    by the Board of Directors, by a majority vote of a quorum
              consisting of directors who were not made parties to such
              proceeding, or

       (B)    if such a quorum is not obtainable, or, even if obtainable and a
              quorum of disinterested directors so directs, by independent legal
              counsel in a written opinion, or

       (C)    in the absence of a determination made under (A) or (B), by the
              stockholders.

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<PAGE>

         Section 5. INDEMNIFICATION - OTHER ENTITIES. The corporation shall
indemnify or advance funds to any Indemnitee described in Section 1(E)(iii) only
after such person shall have sought indemnification or an advance from the
corporation, partnership, joint venture, trust or other enterprise in which he
or she was serving at the corporation's request, shall have failed to receive
such indemnification or advance and shall have assigned irrevocably to the
corporation any right to receive indemnification which he or she might be
entitled to assert against such other corporation, partnership, joint venture,
trust or other enterprise.

         Section 6. MISCELLANEOUS.

         (A)    The indemnification provided to a covered person by this
                Article:

                (i)  shall not be deemed exclusive of any other rights to which
                     such person may be entitled by law or under any articles of
                     incorporation, by-law, agreement, vote of shareholders or
                     disinterested directors or otherwise;

               (ii)  shall inure to the benefit of the legal representatives of
                     such person or his or her estate, whether such
                     representatives are court appointed or otherwise
                     designated, and to the benefit of the heirs of such person;
                     and

              (iii)  shall be a contract right between the corporation and each
                     such person who serves in any such capacity at any time
                     while this Article IV is in effect, and any repeal or
                     modification of this Article IV shall not affect any rights
                     or obligations then existing with respect to any state of
                     facts or any proceedings then existing.

         (B)  The indemnification and advances provided to a covered person by
              this Article shall extend to and include claims for such payments
              arising out of any proceeding commenced or based on actions of
              such person taken prior to the effective date of this Article;
              provided that payment of such claims had not been agreed to or
              denied by the corporation at the effective date.

         (C)  The corporation shall have the power to purchase and maintain
              insurance on behalf of any covered person against any liability
              asserted against him or her and incurred by him or her as a
              covered person or arising out of his or her status as such,
              whether or not the corporation would have the power to indemnify
              him or her against such liability under the provisions of this
              Article. The corporation shall also have power to purchase and
              maintain insurance to indemnify the corporation for any obligation
              which it may incur as a result of the indemnification of covered
              persons under the provisions of this Article.

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<PAGE>

         (D)  The invalidity or unenforceability of any provision in this
              Article shall not affect the validity or enforceability of the
              remaining provisions of this Article.

                                    ARTICLE V

                                     NOTICES

         Section 1. NOTICE. Except as otherwise specifically provided for in
these by-laws, notices to directors and stockholders shall be in writing and
delivered personally or mailed, or given by telephone, by telecopy, by telegram,
by facsimile transmission or by other similar means of communication, to the
directors or stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time when the
same is mailed.

         Section 2. WAIVER. Whenever any notice is required to be given by law
or by the certificate of incorporation or these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. Any person
who is present at a meeting shall be conclusively presumed to have waived notice
of such meeting except when such person attends 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. In the case of
directors, such member shall be conclusively presumed to have assented to any
action taken unless his or her dissent shall be entered in the minutes of the
meeting or unless his or her written dissent to such action shall be filed with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall be forwarded by registered mail to the Secretary immediately after the
adjournment of the meeting. Such right to dissent shall not apply to any member
who voted in favor of such action.


                                   ARTICLE VI

                                    OFFICERS

         Section 1. GENERAL. The officers of the corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board and Chief Executive
Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a
Secretary, and a Treasurer. The Board of Directors may also choose one or more
Assistant Secretaries and Assistant Treasurers. Two or more offices may be held
by the same person, with the exception of the offices of Chairman of the Board
and Chief Executive Officer and Secretary. The officers of the corporation need
not be stockholders or directors of the corporation.

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<PAGE>

         Section 2. ELECTION. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Vacancies may be filled or new offices created and filled at
any meeting of the Board of Directors. Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier resignation
or removal as hereinafter provided.

         Section 3. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

         Section 4. COMPENSATION. The salaries of all officers of the
corporation shall be fixed by the Board of Directors, acting directly or through
the Compensation and Succession Committee.

         Section 5. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the Board of Directors. Any vacancy occurring in any
office of the corporation shall be filled by the Board of Directors.

         Section 6. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The
Chairman of the Board and Chief Executive Officer shall be a member of the Board
of Directors and shall be an officer of the corporation. The Chairman of the
Board and Chief Executive Officer shall be the chief executive officer of the
corporation and shall direct, coordinate and control the corporation's business
and activities and its operating expenses and capital expenditures, shall have
general authority to exercise all the powers necessary for the chief executive
officer of the corporation and shall perform such other duties and have such
other powers as may properly belong to his or her office or as shall be
prescribed from time to time by the Board of Directors or these by-laws, all in
accordance with basic policies as established by and subject to the control of
the Board of Directors. The Chairman of the Board and Chief Executive Officer
shall preside at all meetings of the Board of Directors, and of the
stockholders, at which he or she is present. In the absence or disability of the
Chairman of the Board and Chief Executive Officer, the duties of the Chairman of
the Board and Chief Executive Officer shall be performed and his or her
authority shall be exercised by the President and Chief Operating Officer, or in
the absence or inability of the President and Chief Operating Officer, by one of
the Vice Presidents designated for this purpose by the Board of Directors.

         Section 7. PRESIDENT. The President shall be the Chief Operating
Officer of the Company and shall have general administrative control and
supervision over the operations of the Company subject to the supervision of the
Chairman of the Board. He or she shall, in the absence or inability of the
Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board. He or she shall execute bonds,

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<PAGE>

mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation. He or she shall also perform such other duties as may properly
belong to his or her office or as shall be prescribed from time to time by the
Chairman of the Board or by the Board of Directors.

         Section 8. CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the
corporation shall, under the direction of the Chairman of the Board and Chief
Executive Officer, be responsible for all financial and accounting matters. The
Chief Financial Officer shall have such other powers and perform such other
duties as the Board of Directors, the Chairman of the Board, or these by-laws
may, from time to time, prescribe.

         Section 9. VICE PRESIDENTS. Each Vice President shall have such powers
and shall perform such duties as may be assigned to him or her by the Chairman
of the Board and Chief Executive Officer or by the Board of Directors. In the
absence or in the case of inability of the Chairman of the Board and Chief
Executive Officer and the President and Chief Operating Officer to act, the
Board of Directors may designate which one of the Vice Presidents shall be the
acting Chairman of the Board and Chief Executive Officer of the corporation
during such absence or inability, whereupon such acting Chairman of the Board
and Chief Executive Officer shall have all the powers and perform all of the
duties incident to the office of Chairman of the Board and Chief Executive
Officer during the absence or inability of the Chairman of the Board and Chief
Executive Officer to act.

         Section 10. CONTROLLER. The Controller shall, under the direction of
the Chairman of the Board and Chief Executive Officer and the Chief Financial
Officer, have general charge, control, and supervision over the accounting and
auditing affairs of the corporation. The Controller or such persons as the
Controller shall designate shall have responsibility for the custody and
safekeeping of all permanent financial and accounting records and papers of the
corporation. The Controller shall have responsibility for the preparation and
maintenance of the books of account and of the accounting records and papers of
the corporation; shall supervise the preparation of all financial statements and
reports on the operation and condition of the business; shall have
responsibility for the establishment of financial procedures, records, and forms
used by the corporation; shall have responsibility for the filing of all
financial reports and returns, required by law; shall render to the Chairman of
the Board and Chief Executive Officer, the Chief Financial Officer or the Board
of Directors, whenever they may require, an account of the Controller's
transactions; and in general shall have such other powers and perform such other
duties as are incident to the office of Controller and as the Board of
Directors, the Chairman of the Board and Chief Executive Officer, the Chief
Financial Officer, or these by-laws may, from time to time, prescribe.

         Section 11. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders, record all the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose,

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<PAGE>

shall perform like duties for the standing or special committees when required
and shall have such other powers and perform such other duties as the Board of
Directors, the Chairman of the Board and Chief Executive Officer or these
by-laws may, from time to time, prescribe. Under the Chairman of the Board and
Chief Executive Officer's supervision, the Secretary shall give, or cause to be
given, all notices required to be given by these by-laws or by law. The
Secretary shall keep in safe custody the seal of the corporation, shall have the
authority to affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his or her signature or by the signature of an Assistant
Secretary.

         Section 12. ASSISTANT SECRETARIES. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, shall in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors or the Chairman of the Board and Chief Executive Officer may, from
time to time, prescribe.

         Section 13. TREASURER. The Treasurer shall, under the direction of the
Chairman of the Board and Chief Executive Officer, have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation; shall deposit
all monies and other valuable effects in the name and to the credit of the
corporation as may be ordered by the Board of Directors; shall cause the funds
of the corporation to be disbursed when such disbursements have been duly
authorized, taking proper vouchers for such disbursements; and shall render to
the Chairman of the Board and Chief Executive Officer and the Board of
Directors, at its regular meeting or when the Board of Directors so requires, an
account of the Treasurer's actions; shall have such other powers and perform
such other duties as the Board of Directors, the Chairman of the Board and Chief
Executive Officer or these by-laws may, from time to time, prescribe.

         Section 14. ASSISTANT TREASURERS. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors or the Chairman of the Board and Chief Executive Officer may,
from time to time, prescribe.

         Section 15. APPOINTED OFFICERS. The Chairman of the Board and Chief
Executive Officer of the corporation may establish positions and offices
identified as a function, department or other organizational component of the
corporation, and may appoint individuals, who need not be employees of the
corporation, to occupy those positions, subject to approval of the Compensation
Committee of the corporation. The individuals so appointed shall have such
duties and powers as the appointing officer may determine or as may be assigned
by the Chairman of the Board and Chief Executive Officer, the Board of Directors
or any Committee of the Board of Directors. The titles of such individuals
(herein referred to as "appointed officers") may be either conventional
corporate officer titles or titles designating a functional activity, but in all
cases shall

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<PAGE>

contain, as an integral part of the title, a reference to the function,
organizational component or department within which the position is established.

         Section 16. APPOINTMENT, REMOVAL AND TERM OF APPOINTED OFFICERS.
Appointed officers may be appointed by the Chairman of the Board and Chief
Executive Officer. The Chairman of the Board and Chief Executive Officer may, at
any time, remove any appointed officer, without notice, or accept such appointed
officer's resignation. No term of office shall be established for any appointed
officer.

         Section 17. DUTIES OF APPOINTED OFFICERS. An appointed officer shall
perform such duties (not including duties normally performed by an officer of
the corporation) as may, from time to time, be assigned to such appointed
officer by the officer of the corporation having management responsibility for
the organizational component or function to which such appointed officer is
assigned.

                                   ARTICLE VII

                              CERTIFICATE OF STOCK

         Section 1. CERTIFICATES OF STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the Chairman of the Board and Chief Executive Officer, or
a Vice President of the corporation and the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by such holder in the
corporation. All certificates of stock issued shall be numbered consecutively.

         Section 2. COUNTERSIGNED CERTIFICATES; SIGNATURE OF FORMER OFFICERS,
TRANSFER AGENTS OR REGISTRARS. Where a certificate is countersigned by (i) a
transfer agent other than the corporation or its employee, or (ii) a registrar
other than the corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

         Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or give the

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<PAGE>

corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

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

         Section 5. CLOSING OF TRANSFER BOOKS. The Board of Directors may close
the stock transfer books of the corporation for a period not exceeding sixty
days preceding the date of any meeting of stockholders or the date for payment
of any dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect or for a
period not exceeding sixty nor less than ten days in connection with obtaining
the consent of stockholders for any purpose. In lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in advance a date,
not exceeding sixty days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

         Section 6. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person or persons,
except as otherwise provided by the General Corporation Law of the State of
Delaware.

         Section 7. STOCK SUBSCRIPTIONS. Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
Board of Directors. Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the

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<PAGE>

payment of any installment or call when such payment is due, the corporation may
proceed to collect the amount due in the same manner as any debt due the
corporation.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 1. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

         Section 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it is created.

         Section 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such person or persons as shall be designated
from time to time by the Board of Directors or by such officer or officers of
the corporation as shall be appointed for that purpose by the Board of
Directors.

         Section 4. FISCAL YEAR. The fiscal year of the corporation shall be the
calendar year, unless otherwise fixed by resolution of the Board of Directors.

         Section 5. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation and shall be in such form as may be approved from time
to time by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         Section 6. INSPECTION OF BOOKS AND RECORDS. Any stockholder of record,
in person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspect, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the

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<PAGE>

stockholder. The demand under oath shall be directed to the corporation at its
registered office in the State of Delaware or at its principal place of
business.

         Section 7. INCONSISTENT PROVISIONS; TITLES. In the event that any
provision of these by-laws is or become inconsistent with any provision of the
certificate of incorporation, the General Corporation Law of the State of
Delaware or any other applicable law, the provision of these by-laws shall not
be given any effect to the extent of such inconsistency but shall otherwise be
given full force and effect. The section titles contained in these by-laws are
for convenience only and shall be without substantive meaning or content of any
kind whatsoever.

                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. AMENDMENTS. These by-laws may be amended or repealed by the
vote of a majority of the directors present at any meeting at which a quorum is
present or by the affirmative vote of the holders of not less than 66-2/3% of
the total number of votes entitled to be cast generally in the election of
directors.

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