<PAGE>

                                                         As amended May 26, 2000

EXHIBIT 4.2

                                THE STANLEY WORKS

                                     BYLAWS

                                    ARTICLE I
                                    ---------

                             SHAREHOLDERS' MEETINGS
                             ----------------------

1.   ANNUAL MEETING. The Annual Meeting of the shareholders shall be held at
     such time in the month of February, March or April in each year and at such
     place within or without the State of Connecticut as the Board of Directors
     may determine. Notice thereof shall be mailed to each shareholder to his or
     her last known post office address not less than ten days nor more than
     sixty days before such Meeting.

2.   SPECIAL MEETINGS. Special Meetings of the shareholders shall be called by
     the Chairman, or the President or Secretary, or by the Chairman, or the
     President or Secretary upon the written request of the holders of not less
     than 35% of the voting power of all shares entitled to vote on any issue
     proposed to be considered at such Meeting by mailing a notice thereof to
     each shareholder to his or her last known post office address not less than
     twenty-five days nor more than fifty days before such Meeting.

3.   QUORUM. At any Meeting of shareholders the holders of not less than a
     majority of the shares outstanding and entitled to vote present in person
     or by proxy shall constitute a quorum. The Directors may establish a record
     date for voting or other purposes in accordance with law.

4.   BUSINESS TO BE CONDUCTED AT ANNUAL MEETING. No business may be transacted
     at an Annual Meeting of shareholders (including any adjournment thereof),
     other than business that is either (a) specified in the notice of meeting
     (or any supplement thereto) given by or at the direction of the Board of
     Directors (or any duly authorized committee thereof), (b) otherwise
     properly brought before the Annual Meeting by or at the direction of the
     Board of Directors (or any duly authorized committee thereof) or (c)
     otherwise properly brought before the Annual Meeting by any shareholder (i)
     who is a shareholder of record on the date of the giving of the notice
     provided for in this Section 4 and on the record date for the determination
     of shareholders entitled to vote at such Annual Meeting and (ii) who
     complies with the notice procedures set forth in this Section 4.

     In addition to any other applicable requirements, for business to be
     properly brought


<PAGE>
                                                         As amended May 26, 2000

     before an Annual Meeting by a shareholder, such shareholder must have given
     timely notice thereof in proper written form to the Secretary.

     To be timely, a shareholder's notice to the Secretary must be delivered to
     or mailed and received at the principal executive offices of the
     Corporation not less than sixty (60) days nor more than ninety (90) days
     prior to the anniversary of the date on which the immediately preceding
     Annual Meeting of shareholders was convened; provided, however, that in the
     event that the Annual Meeting is called for a date that is not within
     thirty (30) days before or after such anniversary date, notice by the
     shareholder in order to be timely must be so received not later than the
     close of business on the tenth (10th) day following the day on which such
     notice of the date of the Annual Meeting was mailed or such public
     disclosure of the date of the Annual Meeting was made, whichever first
     occurs.

     To be in proper written form, a shareholder's notice to the Secretary must
     set forth as to each matter such shareholder 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 record address of such
     shareholder, (iii) the class or series and number of shares of capital
     stock of the Corporation which are owned beneficially or of record by such
     shareholder, (iv) a description of all arrangements or understandings
     between such shareholder and any other person or persons (including their
     names) in connection with the proposal of such business by such shareholder
     and any material interest of such shareholder in such business and (v) a
     representation that such shareholder intends to appear in person or by
     proxy at the Annual Meeting to bring such business before the meeting.

     No business shall be conducted at the Annual Meeting of shareholders except
     business brought before the Annual Meeting in accordance with the
     procedures set forth in this Section 4, provided, however, that, once
     business has been properly brought before the Annual Meeting in accordance
     with such procedures, nothing in this Section 4 shall be deemed to preclude
     discussion by any shareholder of any such business. If the Chairman of an
     Annual Meeting determines that business was not properly brought before the
     Annual Meeting in accordance with the foregoing procedures, the Chairman
     shall declare to the meeting that the business was not properly brought
     before the meeting and such business shall not be transacted.


                                       2
<PAGE>
                                                         As amended May 26, 2000

                                   ARTICLE II
                                   ----------

                       NOMINATIONS OF DIRECTOR CANDIDATES
                       ----------------------------------

1.   ELIGIBILITY TO MAKE NOMINATIONS. Nominations of candidates for election as
     directors of the Corporation at any meeting of shareholders called for
     election of directors (an "Election Meeting") may be made by the Board of
     Directors or by any shareholder entitled to vote at such Election Meeting.

2.   PROCEDURE FOR NOMINATIONS BY THE BOARD OF DIRECTORS. Nominations made by
     the Board of Directors shall be made at a meeting of the Board of
     Directors, or by written consent of directors in lieu of a meeting, not
     less than 30 days prior to the date of the Election Meeting, and such
     nominations shall be reflected in the minute books for the Corporation as
     of the date made. At the request of the Secretary of the Corporation each
     proposed nominee shall provide the Corporation with such information
     concerning himself or herself as is required, under the rules of the
     Securities and Exchange Commission, to be included in the Corporation's
     proxy statement soliciting proxies for his or her election as a director.

3.   PROCEDURE FOR NOMINATIONS BY SHAREHOLDERS. Not less than 30 days prior to
     the date of the Election Meeting, any shareholder who intends to make a
     nomination at the Election Meeting shall deliver a notice to the Secretary
     of the Corporation setting forth (i) the name, age, business address and
     residence address of each nominee proposed in such notice, (ii) the
     principal occupation or employment of each such nominee, (iii) the number
     of shares of capital stock of the Corporation which are beneficially owned
     by each such nominee and (iv) such other information concerning each such
     nominee as would be required, under the rules of the Securities and
     Exchange Commission, in a proxy statement soliciting proxies for the
     election of such nominees.

4.   SUBSTITUTION OF NOMINEES. In the event that a person is validly designated
     as a nominee in accordance with section 2 or 3 hereof and shall thereafter
     become unable or unwilling to stand for election to the Board of Directors,
     a substitute nominee may be designated as follows:

     (a) by those named as proxies in proxies solicited on behalf of the Board
         of Directors if the person was designated as nominee in accordance with
         section 2 hereof

     (b) by the shareholder who proposed such nominee if the person was
         designated as a nominee in accordance with section 3 hereof.

5.   DETERMINATION OF COMPLIANCE WITH PROCEDURE.
     ------------------------------------------
     If the chairman of the Election Meeting determines that a nomination was
     not in accordance with the foregoing procedures, such nomination shall be
     void.

                                       3
<PAGE>
                                                         As amended May 26, 2000

                                   ARTICLE III
                                   -----------

                            DIRECTORS AND COMMITTEES
                            ------------------------

1.   DIRECTORS. The business, property and affairs of this Corporation shall be
     managed by or under the direction of the Board of Directors consisting of
     not less than eight nor more than eighteen Directors, the exact number to
     be determined by the Board of Directors from time to time. All Directors
     shall be shareholders of record. The Directors shall be divided into three
     classes designated Class I, Class II and Class III. Such classes shall be
     as nearly equal in number as the total number of Directors constituting the
     entire Board of Directors permits. One class shall be chosen annually at
     the Annual Meeting of shareholders and the members of such class shall hold
     office until their successors be elected and qualified. The Directors may
     increase the prescribed number of Directors by the concurring vote of a
     majority of the prescribed number of Directors. Any increase or decrease in
     the prescribed number of Directors shall be so apportioned among the
     classes of Directors as to make all the classes as nearly equal in number
     as possible. No reduction of the number of Directors shall remove or
     shorten the term of any Director in office. A majority of the number of
     Directors prescribed shall constitute a quorum for the transaction of
     business.

2.   MEETINGS. The Chairman or the President or any Vice Chairman may and upon
     written application of any three Directors shall call a meeting of the
     Board of Directors to be held at such time and place as may be determined
     by the person calling said meeting and shall cause notice thereof to be
     given. Unless waived in writing, three days verbal or written (mail) notice
     shall be required provided, however, that if in the judgment of any two
     officers an emergency exists, a meeting may be called forthwith by
     telephone or telegram or verbal notice and such notice shall be deemed
     sufficient notice notwithstanding that some of the Directors may not have
     actual notice.

     The Annual Meeting of the Directors for the election of officers shall be
     held without notice, immediately after the Annual Meeting of shareholders.
     Regular meetings of the Directors shall be held at least on a quarterly
     basis.

3.   WRITTEN CONSENT. If all the Directors, or all members of a committee of the
     Board of Directors, as the case may be, severally or collectively consent
     in writing to any action taken or to be taken by the Corporation, and the
     number of such Directors or members constitutes a quorum for such action,
     such action shall be a valid corporate action as though it had been
     authorized at a meeting of the Board of Directors or committee, as the case
     may be. The Secretary shall file such consents with the minutes of the
     Board of Directors or of the committee, as the case may be.


                                       4
<PAGE>
                                                         As amended May 26, 2000

4.   PARTICIPATION BY TELEPHONE. A Director may participate in a meeting of the
     Board of Directors or of a committee by any means of communication by which
     all Directors participating in the meeting may simultaneously hear one
     another during the meeting, and participation in a meeting pursuant to this
     subsection shall constitute presence in person at such meeting.

5.   VACANCIES. In case any vacancy or vacancies shall exist in the Board of
     Directors at any time the remaining members of the Board by majority action
     may fill the vacancy or vacancies. The term of a Director elected to fill a
     vacancy expires at the next shareholders meeting at which Directors are
     elected.

6.   COMMITTEES. The Board of Directors may from time to time appoint from its
     membership such committees as it may deem necessary or desirable for the
     best interests of the Corporation and may delegate to any committee all
     needful authority to the extent permitted by law. The meetings of all
     committees are open to all directors.

     Each committee shall fix its own rules as to procedure and calling of
     meetings. It shall appoint a Secretary, who need not be a member of the
     committee. Such Secretary shall call meetings of the committee on the
     request of the Chair of the committee or any two members and shall keep
     permanent record of all of its proceedings. A majority of the members of
     any committee shall constitute a quorum.

7.   EXECUTIVE COMMITTEE. The Directors shall appoint an Executive Committee
     consisting of the Chairman, if any, the President and at least three other
     Directors, but in no event shall the Committee consist of less than five
     members. The Board of Directors may at any time decrease (subject to the
     provisions of the preceding paragraph) or increase the size of said
     Committee, may change the membership thereof and may fill vacancies
     therein.

     During intervals between meetings of the Board of Directors, the Executive
     Committee shall possess and may exercise all the powers of the Board of
     Directors in the management of the business and affairs of the Corporation,
     but the Committee shall have no power to declare dividends or do other
     things specially reserved by law to the Directors. The Executive Committee
     shall have power to appoint such subcommittees as it may deem necessary to
     report and make recommendations to the Executive Committee. Any action
     taken by the Executive Committee shall be subject to change, alteration and
     revision by the Board of Directors, provided that no rights or acts of
     others shall be affected by any such alteration or revision.

8.   FINANCE AND PENSION COMMITTEE. A Finance and Pension Committee consisting
     of at least five Directors shall be appointed by the Board of Directors.
     The Committee shall advise and assist the Chief Financial Officer and the
     Treasurer in major matters



                                       5
<PAGE>
                                                         As amended May 26, 2000

     concerning the finances of the Corporation and in matters of major policy
     decisions in the purchase and sale of securities. In performance of this
     the Committee shall regularly review the financial condition of the
     Corporation so as to counsel these officers and the Board on the total
     financial resources, strength and capabilities of the Corporation. In this
     connection, the Committee shall analyze and advise on fundamental corporate
     changes in capital structure (both debt and equity); review the capital
     structure of the Corporation and make recommendations with respect to
     management proposals concerning financing, purchases of treasury stock,
     investments, and dividend actions; review periodically the Corporation's
     risk management program and its adequacy to safeguard the Corporation
     against extraordinary liabilities or losses; and advise and assist in
     matters such as short-term investments, credit liabilities, financings, and
     hedges of foreign currency exposures.

     The Committee shall oversee the Corporation's administration of its pension
     plans and of the pension plans of its subsidiaries. The Committee shall be
     responsible for setting (subject to the approval of the Board of Directors)
     the retirement policies of the Corporation and its subsidiaries; for
     amending pension plans, savings and retirement plans, stock ownership plans
     or any similar plans or related trust agreements; and for approving
     actuarial assumptions and investment policies for the Corporation's pension
     plans. It shall report at least annually to the Board of Directors. The
     Committee may delegate any or all of these functions to such employees as
     it, in its judgment, deems appropriate.

     Specifically, the Committee shall approve retaining or terminating the
     services of actuaries, lawyers, accountants or other professionals for the
     plans; shall approve annually the amount of the contributions to be made by
     the Corporation to the respective plans; and shall approve appointing and
     terminating trustees and investment managers and determine the allocation
     of the assets of the plans among one or more trustees or investment
     managers.

9.   AUDIT COMMITTEE. An Audit Committee consisting of at least three Directors,
     none of whom shall be officers or employees of the Corporation or any of
     its subsidiaries, shall be appointed by the Board of Directors. The
     Committee shall nominate the public accounting firm to conduct the annual
     audit and shall review fees for audit and tax work and approve in advance
     management consulting services which management may propose be provided by
     the Corporation's public accounting firm. With respect to such management
     consulting services, consideration shall be given to the effect that
     performing such services might have on audit independence. The Committee
     shall review with the auditors the scope and timing of their audit
     examination, with particular emphasis on those areas which either the
     Committee or the auditors believe warrant special attention. The Committee
     is authorized to have the auditors perform such supplemental reviews or
     audits as it deems desirable.

                                       6
<PAGE>
                                                         As amended May 26, 2000

     The Committee shall review the audited financial statements and the
     auditors' report thereon, including consideration of all significant
     disclosures required by the Securities and Exchange Commission, and any
     proposed changes in accounting principles or practices which have a
     significant impact on amounts reported for the current year (or will have
     in the future) and shall discuss with the auditors any significant problems
     encountered in the completion of the audit. The Committee shall review with
     management and the independent auditors the qualitative judgments about the
     appropriateness, not just the acceptability, of accounting principles and
     financial disclosure practices used or proposed to be adopted including the
     degree of aggressiveness or conservatism of the accounting principles and
     underlying estimates including significant liabilities and reserves
     associated with those liabilities. The Committee shall review the auditors'
     recommendations regarding internal control and their comments, if any,
     relating to conflicts of interest, questionable payments or other similar
     matters, and monitor with management the consideration given and/or the
     corrective action taken with respect to these comments and recommendations.
     The Committee shall review management's evaluation of the Corporation's
     system of internal accounting controls, including the independence, scope
     and results of the internal audit function, and monitor the effectiveness
     of the system with management, independent auditors and internal audit
     management. The Committee shall review with management and independent
     auditors and consider the impact on the Corporation of significant recent
     or pending statements by the Financial Accounting Standards Board, the
     Securities and Exchange Commission, the Auditing Standards Executive
     Committee of the American Institute of Certified Public Accountants and
     similar authoritative bodies. The Committee shall review environmental
     liabilities and the reserves associated with those liabilities.

     In carrying out all of the foregoing responsibilities, the Committee shall
     have direct and open access to Management, public accountants and internal
     audit management (each of which shall have direct and open access to the
     Committee); shall submit Committee reports, recommendations, and minutes of
     meetings to the Board of Directors; and shall provide opportunities to the
     other members of the Board to have full and open access to the independent
     auditors.

10.  COMPENSATION AND ORGANIZATION COMMITTEE. A Compensation and Organization
     Committee consisting of at least three Directors, none of whom shall be
     employees of the Corporation or any of its subsidiaries, shall be appointed
     by the Board of Directors. The Committee shall review and approve major
     organization and compensation structure changes as recommended by
     Management. Although the Board, itself, will review the performance of the
     chief executive officer and fix his or her salary, the Committee shall
     approve the performance and determine the salaries of the other executive
     officers of the Corporation and of other senior executives whose base
     salary exceeds an amount fixed by the Board of Directors; shall determine
     the compensation of all executive officers and



                                       7
<PAGE>
                                                         As amended May 26, 2000

     such senior executives under the Corporation's senior executive
     compensation plans; shall administer all of the Corporation's senior
     executive compensation plans; and shall assure that there is a succession
     plan in place.

11.  COMMITTEE ON BOARD AFFAIRS AND PUBLIC POLICY. A Committee on Board Affairs
     and Public Policy consisting of at least three directors, none of whom
     shall be employees of the Corporation or any of its subsidiaries shall be
     appointed by the Board of Directors. The Committee shall consider and make
     recommendations to the Board of Directors as to Board of Director
     membership with respect to names generated by the Committee itself or
     submitted by shareholders. The Committee shall consider and make
     recommendations to the Board of Directors with respect to Board of Director
     committee membership and chair assignments. (These will normally be acted
     upon by the Board of Directors at its Annual Meeting held immediately after
     the Annual Meeting of shareholders.) The Committee shall consider and make
     recommendations to the Board of Directors with respect to the number of
     members of the Board of Directors. (The Charter and Bylaws provide for not
     less than nine nor more than eighteen as may be determined by the Board).
     Annually, the Committee shall consider and recommend to the Board of
     Directors the persons whom the Committee proposes that the Board of
     Directors nominate for election as directors at the Annual Meeting of
     shareholders. The Committee shall consider and make recommendations to the
     Board of Directors with respect to remuneration of directors.

     The Committee shall provide guidance to the Management on major issues in
     areas of corporate social responsibility, including environmental issues
     and public affairs. The Committee shall review and approve policy
     guidelines to be used by Management in making charitable contributions and
     shall annually review all charitable contributions made by the Corporation
     during the previous twelve months and recommend to the Board the level of
     contributions to be set for the ensuing year.

12.  In the absence of any one or more members from a meeting of any of the
     committees provided for in these Bylaws, the Chairman, or the President,
     may in his or her discretion invite any member or members of the Board
     (otherwise qualified to serve) to attend such meeting. Temporary members
     thus appointed to attend for absentees shall act as regular members and
     shall have the right to vote.

13.  POWERS OF ALL COMMITTEES. The powers of all committees are at all times
     subject to the control of the Directors, and any member of any committee
     may be removed at any time at the pleasure of the Board.

                                   ARTICLE IV
                                   ----------

                                       8
<PAGE>
                                                         As amended May 26, 2000

                                    OFFICERS
                                    --------

1.   ELECTION OF OFFICERS. The Board of Directors shall have power to elect from
     its own members or otherwise a Chairman, a President, one or more Vice
     Chairmen and Vice Presidents, a Secretary, a Treasurer, one or more
     Assistant Treasurers and Assistant Secretaries, and such other officers,
     agents and employees as it may deem expedient, and to define the duties and
     authority of all officers, employees and agents and to delegate to them
     such lawful powers as may be deemed advisable.

     The officers shall respectively perform all acts and duties required of
     such officers by law, by the Charter and Bylaws of this Corporation, or by
     the Board of Directors.

2.   CHAIRMAN OF THE BOARD. If the Directors have elected a Chairman, the
     Chairman shall preside at all meetings of the Board except that in the
     Chairman's absence the Directors present shall designate a person to
     preside. The Chairman shall have such additional duties as the Board of
     Directors or the Executive Committee may assign.

3.   PRESIDENT. The President shall be elected by the Directors and shall have
     such duties as the Board of Directors or the Executive Committee may
     assign.

4.   CHIEF EXECUTIVE OFFICER One of the officers shall be appointed Chief
     Executive Officer of the Corporation by the Board of Directors. Subject to
     the Board of Directors and the Executive Committee, the Chief Executive
     Officer shall have general supervision and control of the policies,
     business and affairs of the Corporation.

5.   VICE CHAIRMEN. Each Vice Chairman shall have such powers and perform such
     duties as may be conferred upon him or her or determined by the Chief
     Executive Officer.

6.   VICE PRESIDENTS. Each Vice President shall have such powers and perform
     such duties as may be conferred upon him or her or determined by the Chief
     Executive Officer.

7.   TREASURER. The Treasurer shall have the oversight and control of the funds
     of the Corporation and shall have the power and authority to make and
     endorse notes, drafts and checks and other obligations necessary for the
     transaction of the business of the Corporation except as herein otherwise
     provided.

8.   CONTROLLER. The Controller shall have the oversight and control of the
     accounting records of the Corporation and shall prepare such accounting
     reports and recommendations as shall be appropriate for the operation of
     the Corporation.

9.   SECRETARY. It shall be the duty of the Secretary to make and keep records
     of the votes,



                                       9
<PAGE>
                                                         As amended May 26, 2000

     doings and proceedings of all meetings of the shareholders and Board of
     Directors of the Corporation, and of its Committees, and to authenticate
     records of the Corporation.

10.  ASSISTANT TREASURERS. The Assistant Treasurers shall have such duties as
     the Treasurer shall determine.

11.  ASSISTANT SECRETARIES. The Assistant Secretaries shall have such duties as
     the Secretary shall determine.

12.  POWERS OF ALL OFFICERS. The powers of all officers are at all times subject
     to the control of the Directors, and any officer may be removed at any time
     at the pleasure of the Board.

                                    ARTICLE V
                                    ---------

                                 INDEMNIFICATION
                                 ---------------

     To the extent properly permitted by law the Board of Directors shall
     provide for the indemnification and reimbursement of, and advances of
     expenses to, any person made a party to any action, suit or proceeding by
     reason of the fact that he or she, or a person whose legal representative
     or successor he or she is,

     (a) is or was a Director, officer, employee or agent of the Corporation, or

     (b) served at the Corporation's request as a director, officer, employee or
         agent of another corporation,

         for expenses, including attorney's fees, and such amount of any
         judgment, money decree, fine, penalty or settlement for which he or she
         may have become liable as the Board of Directors deems reasonable,
         actually incurred by him or her in connection with the defense or
         reasonable settlement of any such action, suit or proceeding or any
         appeal therein.

     This provision of indemnification shall be in addition to any other right
     or remedy which such person may have. The Corporation shall have the right
     to intervene in and defend all such actions, suits or proceedings brought
     against any such person.

                                   ARTICLE VI
                                   ----------

                                 CORPORATE SEAL
                                 --------------

                                       10
<PAGE>
                                                         As amended May 26, 2000

     The corporate seal shall be in the custody of the Secretary and either the
     Secretary or any other officer shall have the power to affix the same for
     the Corporation.

                                   ARTICLE VII
                                   -----------

                               STOCK CERTIFICATES
                               ------------------

1.   SIGNATURES. Certificates of stock shall be signed by the Chairman, the
     President or a Vice President and by the Secretary or the Treasurer (except
     that where any such certificate is signed by a transfer agent or transfer
     clerk and by the registrar, the signatures of any such Chairman, President,
     Vice President, Secretary or Treasurer may be facsimiles, engraved or
     printed) and shall be sealed with the seal of the corporation (or shall
     bear a facsimile of such seal).

2.   LOST CERTIFICATES. No certificate for shares of stock in the Corporation
     shall be issued in place of any certificate alleged to have been lost,
     stolen or destroyed except upon production of such evidence of such loss,
     theft or destruction as the Board of Directors in its discretion may
     require and upon delivery to the Corporation of a bond of indemnity in form
     and, unless such requirement is waived by Resolution of the Board, with one
     or more sureties, satisfactory to the Board in at least double the value of
     the stock represented by said Certificate.

                                  ARTICLE VIII
                                  ------------

                                   FISCAL YEAR
                                   -----------

     The Corporation's fiscal year shall close on the Saturday nearest December
     31st of each year.

                                   ARTICLE IX
                                   ----------

                                INDEPENDENT AUDIT
                                -----------------

     The Board of Directors shall provide for a yearly independent audit, the
     form and scope of which shall be determined by the Board from time to time.


                                       11
<PAGE>
                                                         As amended May 26, 2000

                                    ARTICLE X
                                    ---------

                                   AMENDMENTS
                                   ----------

     The Board of Directors of the Corporation may adopt, amend or repeal the
     Bylaws of the Corporation, subject, however, to the power of the
     shareholders to adopt, amend or repeal the same, provided that any notice
     of a meeting of shareholders or of the Board of Directors at which Bylaws
     are to be adopted, amended or repealed, shall include notice of such
     proposed action.

                                   ARTICLE XI
                                   ----------

                              ACQUISITIONS OF STOCK
                              ---------------------

     (a) Except as set forth in subsection (b) hereof, the Corporation shall not
         acquire any of its voting equity securities (as defined below) at a
         price per share above the market price per share (as defined below) of
         such securities on the date of such acquisition from any person
         actually known by the Corporation to be the beneficial owner (as
         determined pursuant to Rule 13d_3 under the Securities Exchange Act of
         1934, as amended, or any successor rule or regulation) of more than
         three percent of the Corporation's voting equity securities who has
         been the beneficial owner of the Corporation's voting equity securities
         for less than two years prior to the date of the Corporation's
         acquisition thereof, unless such acquisition (i) has been approved by a
         vote of a majority of the shares entitled to vote, excluding shares
         owned by any beneficial owner any of whose shares are proposed to be
         acquired pursuant to the proposed acquisition that is the subject of
         such vote or (ii) is pursuant to an offer made on the same terms to all
         holders of securities of such class. The determination of the Board of
         Directors shall be conclusive in determining the price paid per share
         for acquired voting equity securities if the Corporation acquires such
         securities for consideration other than cash.

     (b) This provision shall not restrict the Corporation from: (i) acquiring
         shares in the open market in transactions in which there has been no
         prior arrangement with, or solicitation of (other than a solicitation
         publicly made to all holders), any selling holder of voting equity
         securities or in which all shareholders desiring to sell their shares
         have an equal chance to sell their shares; (ii) offering to acquire
         shares of shareholders owning less than 100 shares of any class of
         voting equity securities; (iii) acquiring shares pursuant to the terms
         of a stock option or similar plan that has been approved by a vote of a
         majority of the Corporation's common shares represented at a meeting of
         shareholders and entitled to vote



                                       12
<PAGE>
                                                         As amended May 26, 2000

     thereon; (iv) acquiring shares from, or on behalf of, any employee benefit
     plan maintained by the Corporation or any subsidiary or any trustee of, or
     fiduciary with respect to, any such plan when acting in such capacity; or
     (v) acquiring shares pursuant to a statutory appraisal right or otherwise
     as required by law.

     (c) Market price per share on a particular day means the highest sale price
         on that day or during the period of five trading days immediately
         preceding that day of a share of such voting equity security on the
         Composite Tape for New York Stock Exchange_Listed Stocks, or if such
         voting equity security is not quoted on the Composite Tape on the New
         York Stock Exchange or listed on such Exchange, on the principal United
         States securities exchange registered under the Securities Exchange Act
         of 1934 on which such voting equity security is listed, or, if such
         voting equity security is not listed on any such exchange, the highest
         sales price or, if sales price is not reported, the highest closing bid
         quotation with respect to a share of such voting equity security on
         that day or during the period of five trading days immediately
         preceding that day on the National Association of Securities Dealers,
         Inc. Automated Quotations System or any system then in use, or if no
         such quotations are available, the fair market value on the date in
         question of a share of such voting equity security as determined by a
         majority of the Board of Directors.

     (d) Voting equity securities of the Corporation means equity securities
         issued from time to time by the Corporation which by their terms are
         entitled to be voted generally in the election of the directors of the
         Corporation.

     (e) The Board of Directors shall have the power to interpret the terms and
         provisions of, and make any determinations with respect to, this
         Article XI, which interpretations and determinations shall be
         conclusive.


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