Exhibit 4

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                                     BY-LAWS


                                       of


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.


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                       Incorporated under the Laws of the

                                State of Delaware



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                      As amended through February 19, 1991



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                                TABLE OF CONTENTS
                                   (continued)
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                                TABLE OF CONTENTS

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                                    ARTICLE 1

                                     OFFICES

   Section 1.01.    Registered Office..........................................1

   Section 1.02.    Other Offices..............................................1

                                    ARTICLE 2

                                  STOCKHOLDERS

   Section 2.01.    Annual Meeting.............................................1

   Section 2.02.    Special Meetings...........................................1

   Section 2.03.    Place of Meetings..........................................1

   Section 2.04.    Notice of Meetings.........................................1

   Section 2.05.    Organization...............................................2

   Section 2.06.    Record Date................................................2

   Section 2.07.    List of Stockholders Entitled to Vote......................2

   Section 2.08.    Quorum.....................................................2

   Section 2.09.    Adjourned Meeting..........................................3

   Section 2.10.    Order of Business..........................................3

   Section 2.11.    Vote of Stockholders.......................................3

   Section 2.12.    Proxies....................................................3

                                    ARTICLE 3

                               BOARD OF DIRECTORS

   Section 3.01.    Number.....................................................4

   Section 3.02.    Election and Term of Office................................4

   Section 3.03.    General Powers.............................................4

   Section 3.04.    Place of Meetings..........................................4

   Section 3.05.    Regular Meetings...........................................4

   Section 3.06.    Special Meetings...........................................4

   Section 3.07.    Business that may be Transacted............................4

   Section 3.08.    Organization...............................................5

   Section 3.09.    Quorum and Adjournment.....................................5

   Section 3.10.    Voting.....................................................5

   Section 3.11.    Compensation...............................................5

   Section 3.12.    Action Without a Meeting...................................5

   Section 3.13.    Resignations...............................................5

   Section 3.14.    Removal of Directors.......................................5

   Section 3.15.    Filling of Vacancies.......................................6

                                    ARTICLE 4

                                    COMMITTEE

   Section 4.01.    Appointment and Powers.....................................6

   Section 4.02.    Procedural Rules...........................................6

   Section 4.03.    Minutes....................................................6

   Section 4.04.    Removal....................................................6

   Section 4.05.    Vacancies..................................................6

                                    ARTICLE 5

                                    OFFICERS

   Section 5.01.    Designation................................................7

   Section 5.02.    Terms of Office; Vacancies.................................7

   Section 5.03.    Resignations...............................................7

   Section 5.04.    Chairman of the Board......................................7

   Section 5.05.    President..................................................7

   Section 5.06.    Vice Chairman of the Board.................................7

   Section 5.07.    Chairman of the Executive Committee........................8

   Section 5.08.    Vice Chairman of the Executive Committee...................8

   Section 5.09.    Vice Presidents............................................8

   Section 5.10.    The Secretary..............................................8

   Section 5.11.    The Treasurer..............................................8

   Section 5.12.    Additional Powers and Duties...............................9

   Section 5.13.    Compensation...............................................9

                                    ARTICLE 6

                                 INDEMNIFICATION

   Section 6.01.    Actions other than those by or in the right of the
                    Corporation................................................9

   Section 6.02.    Actions by or in the right of the Corporation..............9

   Section 6.03.    Indemnification against Expenses..........................10

   Section 6.04.    Authorization.............................................10

   Section 6.05.    Payment of Expenses in Advance of Final Disposition.......10

   Section 6.06.    Non-Exclusivity...........................................10

   Section 6.07.    Application...............................................10

                                    ARTICLE 7

                               STOCK CERTIFICATES

   Section 7.01.    Issuance of Certificates..................................11

   Section 7.02.    Form of Certificates......................................11

   Section 7.03.    Lost, Stolen or Destroyed Certificates....................11

                                    ARTICLE 8

                               TRANSFERS OF STOCK

   Section 8.01.    Registration of Transfers.................................12

   Section 8.02.    Transfer Agents and Registrars............................12

                                    ARTICLE 9

                             ELEGATION OF AUTHORITY

   Section 9.01.    Officers' Duties..........................................12

   Section 9.02.    Negotiable Instruments....................................12

   Section 9.03.    Voting Upon Stocks........................................12

   Section 9.04.    Attorneys.................................................12

                                   ARTICLE 10

                                  MISCELLANEOUS

   Section 10.01.   Seal......................................................13

   Section 10.02.   Fiscal Year...............................................13

   Section 10.03.   Inspection of Books.......................................13

   Section 10.04.   Registered Stockholders...................................13

   Section 10.05.   Waiver of Notice..........................................13

   Section 10.06.   Amendment.................................................13

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                                     BY-LAWS
                                       OF
                    THE INTERPUBLIC GROUP OF COMPANIES, INC.

                                   Article 1

                                     Offices

         Section 1.01. Registered Office. The registered office of the
Corporation is located in the City of Dover, County of Kent, State of Delaware.

         Section 1.02. Other Offices. The Corporation may establish or
discontinue such other offices, including its principal place of business, at
such places within or without the State of Delaware as the Board of Directors
may from time to time appoint or the business of the Corporation may warrant.

                                   Article 2

                                  Stockholders

         Section 2.01. Annual Meeting. The annual meeting of stockholders shall
be held at 11 o'clock in the morning on the third Tuesday of May in 1981 and
each year thereafter. If any such day is a legal holiday, the annual meeting
shall be held on the next succeeding business day. If the annual meeting is not
held on the date designated therefor, the Board of Directors shall cause the
meeting to be held as soon as feasible thereafter, and any elections held or
other business transacted at such meeting shall be valid as if held or
transacted on the date designated for the annual meeting.

         Section 2.02. Special Meetings. Special meetings of the holders of any
class or of all classes of the Corporation's capital stock may be called at any
time by the Board of Directors, and shall be called by the Chairman of the Board
or the Secretary upon the written request, stating the purposes of any such
meeting, of a majority of the Board of Directors. Special meetings of the
holders of all classes of the Corporation's capital stock entitled to vote
thereat shall also be called by the Chairman of the Board or the Secretary upon
the written request, stating the purpose or purposes of any such meeting, of the
holders of a majority of the outstanding shares of all classes of capital stock
entitled to vote thereat. Special meetings shall be called by means of a notice
as provided for in Section 2.04 hereof.

         Section 2.03. Place of Meetings. All meetings of the stockholders shall
be held at such place within or without the State of Delaware as shall be
designated by the Board of Directors.

         Section 2.04. Notice of Meetings. Written notice of each meting of the
stockholders, stating the date, hour, place and purpose or purposes thereof,
shall be given, personally or by mail, to each stockholder entitled to vote at
the meeting not less than ten or more than sixty days before the date of
meeting. If mailed, such notice shall be deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.

         Section 2.05. Organization. The Chairman of the Board shall act as
Chairman at all meetings of stockholders at which he is present, and as such
chairman shall call such meetings to order and preside thereat. If the Chairman
of the Board shall be absent from any meeting of stockholders, his duties at
such meting shall be performed by the President, or, in his absence, by the
senior Vice Chairman of the Board present, or, in the absence of the several
Vice Chairmen of the Board, by the Chairman of the Executive Committee, or, in
his absence, by the Vice Chairman of the Executive Committee. If no such officer
is present, any stockholder or the proxy of any stockholder entitled to vote at
the meeting may call it to order, and a chairman to preside thereat shall be
elected by a majority to those present and entitled to vote.

         Section 2.06. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. If no record
date is fixed:

         (1) The record date for determining stockholders entitled to notice of
     or to vote at a meeting of stockholders shall be at 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.

         (2) The record date for determining stockholders for any other purpose
     shall be at the close of business on the day on which the Board of
     Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record ate for the adjourned
meeting.

         Section 2.07. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be opened
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,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         Section 2.08. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, at any meeting of stockholders the presence, in
person or by proxy, of the holders of a majority of the shares of stock of the
Corporation entitled to vote at the meeting shall constitute a quorum for, and
the votes of the holders of a majority of the shares so present shall be
required for, the transaction of business. If a quorum is not present at any
meeting of the stockholders, the holders of a majority of the shares of stock
present in person or by proxy and entitled to vote may adjourn the meeting from
time to time without notice, other than announcement at the meeting, until a
quorum is present. 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 2.09. Adjourned Meeting. Any meeting of stockholders, including
a meeting at which a quorum is not present, may be adjourned to another time or
place by the votes of the holders of a majority of the shares of stock of the
Corporation present in person or by proxy and entitled to vote. Notice of the
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken, except that 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 2.10. Order of Business. The order of business at all meetings
of stockholders shall be as determined by the chairman of the meeting.

         Section 2.11. Vote of Stockholders. Except as otherwise provided by the
Certificate of Incorporation, every stockholder of record, as determined
pursuant to Section 2.06 hereof, shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of stock held by such
stockholder on the record date. All elections of directors shall be by written
ballot, but no vote on any other question upon which a vote of the stockholders
may be taken need be by ballot unless the chairman of the meeting shall so
decide or the holders of a majority of the shares of stock present in person or
by proxy and entitled to participate in such vote shall so demand. In a vote by
ballot, each ballot shall state the number of shares voted and the name of the
stockholder or proxy voting. Except as otherwise provided by law, by the
Certificate of Incorporation or by Section 3.14 hereof, all elections of
directors shall be decided by the vote of the holders of a plurality of the
shares of stock present in person or by proxy at the meeting and entitled to
vote, and all other questions shall be decided by the vote of the holders of a
majority of the shares of stock present in person or by proxy at the meeting and
entitled to vote on the question.

         Section 2.12. Proxies. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date unless the proxy provides for a longer period. A proxy acting for any
stockholder shall be duly appointed by an instrument in writing subscribed by
such stockholder.

                                   Article 3

                               Board of Directors

         Section 3.01. Number. The number of directors which shall constitute
the whole Board shall be fixed from time to time by the stockholders or the
Board of Directors. Such number shall not be less than three. Directors need not
be stockholders.

         Section 3.02. Election and Term of Office. Except as otherwise provided
by law or by this Article 3 or by the Certificate of Incorporation, directors
shall be elected at the annual meeting of stockholders and shall hold office
until the next annual meeting of stockholders and until their successors are
elected and qualify, or until they sooner die, resign or are removed as
hereinafter provided.

         Section 3.03. General Powers. The business, properties and affairs of
the Corporation shall be managed by the Board of Directors.

         Section 3.04. Place of Meetings. Meetings of the Board of Directors may
be held at any place, within or without the State of Delaware.

         Section 3.05. Regular Meetings. Regular meetings of the Board of
Directors may be held at such time as shall be determined by resolution of the
Board of Directors, and no notice shall be required for any regular meeting
except as otherwise provided by Section 3.07 hereof.

         Section 3.06. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, the President,
any of the several Vice Chairmen of the Board, the Chairman of the Executive
Committee or the Vice Chairman of the Executive Committee, and shall be called
by the Chairman of the Board or the Secretary upon the request in writing of a
majority of the directors stating the purpose or purposes of such meeting.
Notices of special meetings shall be mailed to each director at his residence or
usual place of business, or shall be sent to him at either of such places by
telegraph or messenger or be communicated to him personally or by telephone, at
least four days before the day on which the meeting is to be held. Notice of any
meeting of the Board of Directors need not be given to any director if he shall
be present at the meeting, unless his presence is solely for the purpose of
asserting an objection that the calling or holding of such meeting is invalid by
reason of some provision of law, the Certificate of Incorporation or these
By-Laws. Any and all business transacted at any meeting of the Board of
Directors, except business specified in the first sentence of Section 3.07
hereof, shall be fully effective without any notice of such meeting having been
given, if all the members shall be present and participating therein.

         Section 3.07. Business that may be Transacted. No action may be taken
at any regular or special meeting of the Board of Directors to amend or repeal
any provision of these By-Laws, or to change the number of directors which shall
constitute the whole Board, unless notice of the proposed amendment,
discontinuance, repeal or change is set forth in the notice of such meeting,
whether or not notice of such meeting is otherwise required. Except as otherwise
provided by law or by the Certificate of Incorporation, any and all other
business may be transacted at any regular or special meeting of the Board of
Directors, whether or not enumerated in the notice of the meeting when notice is
required.

         Section 3.08. Organization. The Chairman of the Board shall preside at
all meetings of the Board of Directors at which he is present. If the Chairman
of the Board shall be absent from any meeting of the Board of Directors, his
duties at such meeting shall be performed by the President, or, in his absence,
by the senior Vice Chairman of the Board present, or, in the absence of the
several Vice Chairmen of the Board, by the Chairman of the Executive Committee,
or, in his absence, by the Vice Chairman of the Executive Committee. If no such
officer is present at such meeting, one of the directors present shall be chosen
by the members of the Board of Directors present to preside at such meeting.

         Section 3.09. Quorum and Adjournment. At any meeting of the Board of
Directors the presence of a majority of the whole Board, but not less than two
directors, shall constitute a quorum for the transaction of business. Except as
otherwise provided by law, by the Certificate of Incorporation or by these
By-Laws, the vote of the majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors. If a
quorum is not present at any meeting of the Board of Directors, the directors
present may adjourn the meeting from time to time until a quorum is present. The
Secretary shall give notice of each such adjournment to the absent directors.

         Section 3.10. Voting. On any question on which the Board of Directors
shall vote, the names of those voting and their votes shall be entered in the
minutes of the meeting when any member of the Board so requests.

         Section 3.11. Compensation. Directors and members of committees shall
not receive any salary for their services as such, but may be reimbursed for
expenses incurred in attending meetings of the Board or such committees, and may
be paid a fixed sum for attendance at such meetings, as the Board of Directors
may from time to time determine by resolution. Nothing herein contained shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

         Section 3.12. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board or
such committee, as the case may be, consent thereto in writing and such writing
or writings are filed with the minutes of proceedings of the Board or the
committee.

         Section 3.13. Resignations. Any director may resign at any time upon
written notice to the Board of Directors or to the Chairman of the Board or to
the Secretary of the Corporation. Such resignation shall take effect at the time
specified therein or, if no such time is specified, upon the receipt of thereof
by the addressee. The acceptance of any such resignation shall not be necessary
to make it effective.

         Section 3.14. Removal of Directors. Any director may be removed at any
time, either for or without cause, by action of the holders of record of a
majority of the outstanding shares of voting capital stock of the Corporation.
For proper cause, a director may also be removed at any time by the affirmative
vote of at least two-thirds of the whole Board of Directors.

         Section 3.15. Filling of Vacancies. Vacancies created by death,
resignation, removal or disqualification and newly created directorships
resulting from any increase in the authorized number of directors may be filed
by the affirmative vote of a majority of the directors remaining in office,
although less than a quorum, or by a sole remaining director, or by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote and present and voting at any meeting of the stockholders at
which a quorum is present. Each director so chosen shall hold office until the
next annual meeting of stockholders and until his successor is elected and
qualified or until his earlier resignation or removal. If one or more directors
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote therein to take effect when such
resignation or resignations shall become effective, and each director chosen
shall hold office as provided in this section in the filing of other vacancies.

                                    Article 4

                                    Committee

         Section 4.01. Appointment and Powers. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in such
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;
provided, however, that no committee shall have or may exercise any power which,
by law or by any provision of the Certificate of Incorporation or these By-Laws,
can be exercised only by the affirmative vote of a majority of the whole board.
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 4.02. Procedural Rules. The Board of Directors may, by
resolution passed by a majority of the whole Board, specify rules for the
conduct of any committee's proceedings. In the absence or in amplification of
any such rules thus specified by the Board, each committee may adopt its own
procedural rules.

         Section 4.03. Minutes. Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

         Section 4.04. Removal. Any director may be removed from any committee,
either for or without cause, by the affirmative vote of a majority of the whole
Board of Directors.

         Section 4.05. Vacancies. Any vacancy among the appointed members of any
committee may be filled by the affirmative vote of a majority of the whole Board
of Directors.

                                    Article 5

                                    Officers

         Section 5.01. Designation. The corporate officers of the Corporation,
to be elected by the Board of Directors, shall be a Chairman of the Board, a
President, one or more Vice Chairmen of the Board, a Chairman of the Executive
Committee, a Vice Chairman of the Executive Committee, one or more Vice
Presidents (any of whom may be designated by a Group Vice President, Executive
Vice President or Senior Vice President), a Secretary, a Treasurer and a
Controller. The Board of Directors from time to time may also appoint one or
more Vice Presidents (any of whom may be designated a Staff Vice President),
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers,
Assistant Controllers and such other officers and agents as are desired. Such
appointed officers shall not themselves perform any corporate management
functions and shall not, in such capacities, be deemed corporate officers. The
Chairman of the Board, the President, the several Vice Chairmen of the Board,
the Chairman of the Executive Committee and the Vice Chairman of the Executive
Committee shall be selected from among the Directors. Any officer may hold two
or more offices, the duties of which can be consistently performed by the same
person.

         Section 5.02. Terms of Office; Vacancies. So far as it is practicable,
all elected officers shall be elected at the organization meeting of the Board
of Directors in each year. All officers shall hold office at the pleasure of the
Board of Directors. If a vacancy shall occur in any office, the Board of
Directors may elect a successor to fill such vacancy for the remainder of the
term.

         Section 5.03. Resignations. Any officer may resign at any time upon
written notice to the Board of Directors or to the Chairman of the Board or to
the Secretary of the Corporation. Such resignation shall take effect at the time
specified therein or, if no such time is specified, upon the receipt thereof by
the addressee. The acceptance of any resignation shall not be necessary to make
it effective.

         Section 5.04. Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation, subject always to the control of
the Board of Directors. He shall see that all orders and resolutions of the
Board and its committees are carried into effect. He shall preside at all
meetings of the stockholders and directors at which he is present, and shall
have such other duties as from time to time may be assigned to him by the Board
of Directors.

         Section 5.05. President. The President shall preside at all meetings of
the stockholders and directors in the absence of the Chairman of the Board, and
shall have such other duties as from time to time may be assigned to him by the
Board of Directors or the Chairman of the Board. In the absence or disability of
the Chairman of the Board, the powers and duties of that office shall be
exercised and performed by the President, or, in his absence, by such other
elected officer or officers as the Board of Directors may designate.

         Section 5.06. Vice Chairman of the Board. The Vice Chairman of the
Board in the order of their seniority shall preside at all meetings of the
stockholders and directors in the absence of the Chairman of the Board and the
President. The shall have such other powers and perform such other duties as may
from time to time be assigned to them by the Board of Directors or the Chairman
of the Board.

         Section 5.07. Chairman of the Executive Committee. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee. He
shall also preside at all meetings of the stockholders and directors in the
absence of the Chairman of the Board, the President and the several Vice
Chairmen of the Board. He shall have such other duties as are assigned to him by
the Board of Directors or the Chairman of the Board.

         Section 5.08. Vice Chairman of the Executive Committee. The Vice
Chairman of the Executive Committee shall preside at all meetings of the
Executive Committee in the absence of the Chairman of the Executive Committee.
He shall also preside at all meetings of the stockholders and directors in the
absence of the Chairman of the Board, the President, the several Vice Chairmen
of the Board and the Chairman of the Executive Committee. He shall have such
other duties as are assigned to him by the Board of Directors or the Chairman of
the Board.

         Section 5.09. Vice Presidents. The Vice Presidents shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors, the Chairman of the Board or the President.

         Section 5.10. The Secretary. The Secretary shall attend to the giving
of notice of all meetings of stockholders and of the Board of Directors and
committee thereof. He shall act as secretary at all meetings of stockholders,
directors and the Executive Committee, and keep minutes of all proceedings at
such meetings, as well as of the proceedings at all meetings of such other
committees of the Board of Directors as shall designate him to so serve. He
shall have charge of the corporate seal and shall have authority to attest any
and all instruments or writings to which the same may be affixed. He shall keep
and account for the stock ledger and all other books, documents, papers and
records of the Corporation, except those for which some other officer or agent
is properly accountable, and shall perform such other duties as generally
pertain to the office of secretary of a corporation. The Assistant Secretaries
in the order of their seniority shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of that office, and shall
perform such other duties as the Board of Directors may prescribe.

         Section 5.11. The Treasurer. The Treasurer shall have the care and
custody of all the moneys, funds and securities of the Corporation and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys, and other valuable effects in
the name and to the credit of the Corporation, in such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Chairman of the Board and the
Board of Directors, at regular meetings of the Board of Directors, or whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation. He shall give the Corporation a bond if
required by the Board of Directors, in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors, for the faithful performance
of the duties of his office, and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation. The Assistant Treasurers in the
order of their seniority shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of that office, and shall perform
such other duties as the Board of Directors may prescribe.

         Section 5.12. Additional Powers and Duties. In addition to the duties
and powers expressly enumerated herein, the several officers of the Corporation
shall perform such other duties and exercise such further powers as the Board of
Directors may from time to time determine, or as may be assigned to them by any
superior officer.

         Section 5.13. Compensation. The compensation of all officers of the
Corporation who are also directors of the Corporation shall be fixed, from time
to time, by or with the approval of the Board of Directors. The compensation of
all other officers, employees and agents of the Corporation shall be fixed by
the Board of Directors, the Chairman of the Board, or by such other persons as
shall be designated by the Board of Directors or the Chairman of the Board.

                                   Article 6

                                 Indemnification

         Section 6.01. Actions other than those by or in the right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he 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 of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or 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 in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 6.02. Actions by or in the right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he 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 of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation. The foregoing sentence to the contrary notwithstanding, 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 duty to the Corporation unless and only to
the extent that the Court of Chancery or 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 the Court of
Chancery or such other court shall deem proper.

         Section 6.03. Indemnification against Expenses. To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 6.01 or 6.02 hereof, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

         Section 6.04. Authorization. Any indemnification under Section 6.01 or
Section 6.02 hereof (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 6.01 and 6.02, and that he has reasonably cooperated with the
Corporation in the conduct of such action, suit or proceeding. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such quorum is not obtainable (or, even if it is
obtainable, a quorum of disinterested directors so directs), by independent
legal counsel in a written opinion, or (c) by the stockholders.

         Section 6.05. Payment of Expenses in Advance of Final Disposition.
Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the manner
provided in Section 6.04 hereof upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article 6.

         Section 6.06. Non-Exclusivity. The indemnification provided by this
Article 6 shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

         Section 6.07. Application. The provisions of this Article 6 shall not
be construed to authorize indemnification in any case or for any liability or
expense where such indemnification would not be lawful. The shall be applicable
to claims, actions, suits and proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
the date of such adoption. If a person meets the requirements of this Article 6
with respect to some matters in a claim, action, suit or proceeding but not with
respect to others, he shall be entitled to indemnification as to the former.

                                   Article 7

                               Stock Certificates

         Section 7.01. Issuance of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the a name
of the Corporation by, the Chairman of the Board or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, certifying the number of shares owned by him in the
Corporation. If such certificate is countersigned (1) by a transfer agent other
than the Corporation or its employee, or (2) by 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 issued,
it may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

         Section 7.02. Form of Certificates. The certificates representing each
class of the capital stock of the Corporation shall be in such form as shall be
approved by the Board of Directors. They shall bear on their face appropriate
legends conspicuously calling attention to the designations, preferences and
rights, and the qualifications, limitations or restrictions thereof, of the
class of stock in question, and to the restrictions on transfer and registration
set forth in the Certificate of Incorporation. If a full statement of such
designations, preferences, rights, qualifications, limitations and restrictions
is not printed on the face or back of each certificate, the Corporation shall
(and each certificate shall state that the Corporation will) furnish a copy of
such full statement to any stockholder upon request and without charge. The
acceptance of any stock certificate shall constitute assent to all applicable
provisions of the Certificate of Incorporation and of these By-Laws whether or
not the stockholder thus accepting the certificate shall have requested a copy
of the full statement referred to in the preceding sentence.

         Section 7.03. Lost, Stolen or Destroyed Certificates. The Board of
Directors, or any officer or officers thereunto duly authorized by the Board of
Directors, may authorize the issuance of a new certificate of stock in the place
of any certificate theretofore issued by the Corporation, alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of such loss, theft
or destruction by the owner thereof or his legal representative. The Board of
Directors or the officer or officers thereunto duly authorized by the board may,
in its, his or their discretion as a condition precedent to the issuance of such
new certificate, require such owner or legal representative to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

                                    Article 8

                               Transfers of Stock

         Section 8.01. Registration of Transfers. Except as otherwise provided
(and subject to the limitations of ownership set forth) in the Certificate of
Incorporation, shares of the capital stock of the Corporation shall be
transferable ton the books of the Corporation by the holder thereof in person or
by his duly authorized attorney, upon surrender to the Corporation or its
transfer agent of the duly endorsed certificate or certificates for such shares
together with (a) stamps evidencing payment of any applicable stock transfer tax
or a cash payment sufficient to reimburse the Corporation for payment of such
tax, and (b) such guaranty or proof of the authenticity of the endorsement as
the Corporation or its transfer agent may reasonably require.

         Section 8.02. Transfer Agents and Registrars. The Board of Directors
may, in its discretion, appoint banks or trust companies in such city or cities
as the Board may deem advisable, from time to time, to act as transfer agents
and registrars of any class or classes of the capital stock of the Corporation.
Upon such appointments being made, no stock certificate shall be valid until
countersigned by one of such transfer agents and registered by one or such
registrars.

                                   Article 9

                             Delegation of Authority

         Section 9.01. Officers' Duties. In the event of the absence or
disability of any officer of the Corporation for which a substitution is not
prescribed in these By-Laws, or for any other reason it may deem sufficient, the
Board of Directors may by the affirmative vote of a majority of the whole Board
delegate all or any of the powers and duties of such officer for the time being
to any other officer or to any director.

         Section 9.02. Negotiable Instruments. All bills, notes, checks or other
instruments for the payment of money shall be signed or countersigned by such
officers or agents and in such manner as, from time to time, may be prescribed
by resolution (whether general or special) of the Board of Directors, or as may
be prescribed by any officer or officers thereunto duly authorized by the Board
of Directors.

         Section 9.03. Voting Upon Stocks. Unless otherwise ordered by the Board
of Directors, the Chairman of the Board shall have full power and authority on
behalf of the Corporation to attend and to act and to vote at any meetings of
stockholders of any corporation in which the Corporation may hold stock, and at
any such meeting shall possess and may exercise any and all rights and powers
incident to the ownership of such stock, and which, as the owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors, by resolution, from time to time, may confer like powers upon any
other person or persons.

         Section 9.04. Attorneys. The Board of Directors may, from time to time,
appoint one or more attorneys-in-fact to act for and in representation of the
Corporation, either generally or specially, judicially or extra-judicially, and
may delegate to any such attorney or attorneys-in-fact all or any powers which,
in the judgment of the board, may be necessary, advisable, convenient or
suitable for exercise in any country or jurisdiction in the administration or
management of the business of the Corporation, or the defense or enforcement of
its rights, even though such powers be herein provided or directed to be
exercised by a designated officer of the Corporation, or by the Board of
Directors. The act of the Board of Directors in conferring any such powers upon,
or delegating the same to, any attorney-in-fact shall be conclusive evidence in
favor of any third person of the right of the Board of Directors so to confer or
delegate such powers; and the exercise by any attorney-in-fact of any powers so
conferred or delegated shall in all respects be binding upon the Corporation.

                                   Article 10

                                  Miscellaneous

         Section 10.01. Seal. The Board of Directors shall provide a suitable
seal, containing the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware," which seal shall be in the custody of the
Secretary. If and when so directed by the Board of Directors a duplicate of the
seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.

         Section 10.02. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year.

         Section 10.03. Inspection of Books. The Board of Directors shall
determine from time to time whether, when and under what conditions and
regulations the accounts and books of the Corporation (except such as may by
statute be specifically open to inspection) or any of them shall be open to the
inspection of the stockholders, and the stockholders' rights in this respect are
and shall be restricted and limited accordingly.

         Section 10.04. Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the law of Delaware.

         Section 10.05. Waiver of Notice. Whenever notice is required to be
given under any provision of the General Corporation Law of Delaware, the
Certificate of Incorporation or these By-Laws, a written waiver thereof signed
by the person or persons entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting of stockholders shall constitute a waiver of notice of such meeting,
except as otherwise provided by law. Neither the business to be transacted at
nor the purpose of any regular or special meeting of the stockholders or the
Board of Directors, except business specified in the first sentence of Section
3.07 or in Section 10.06 of these By-Laws, need be specified in any written
waiver or notice.

         Section 10.06. Amendment. Any provision of these By-Laws may be altered
or repealed at any regular or special meeting of the stockholders or the Board
of Directors if notice of the proposed alteration or repeal is set forth in the
notice of such meeting, whether or not notice of such meeting is otherwise
required.