------------------------------------------------------------------------------
******************************************************************************
------------------------------------------------------------------------------








                                     BY-LAWS
                                       OF
                       AMERICAN HOME PRODUCTS CORPORATION
                        AS AMENDED THROUGH JULY 20, 2000






------------------------------------------------------------------------------
******************************************************************************
------------------------------------------------------------------------------



<PAGE>

                                     BY-LAWS
                                       of
                       AMERICAN HOME PRODUCTS CORPORATION
                   * * * * * * * * * * * * * * * * * * * * * *
                              STOCKHOLDERS MEETINGS

1. Annual Meeting.  An annual meeting of stockholders  for election of directors
and  transaction of other business  properly before the meeting shall be held on
the fourth  Wednesday  of April in each year,  or on such other date and at such
time as the Board of Directors  may  designate.  Any business  properly  brought
before an annual meeting of stockholders  may be transacted at such meeting.  To
be properly brought before an annual meeting,  business must be (i) specified in
the written notice of the meeting (or any supplement thereto) given by or at the
direction of the Board of Directors,  (ii) otherwise  brought before the meeting
by or at the direction of the Board of Directors,  or (iii)  otherwise  properly
brought before the meeting by a stockholder.  For matters to be properly brought
before an annual  meeting  by a  stockholder  (other  than  nominations  for the
election of directors), the stockholder must give written notice of the proposed
mater, either by personal delivery or by United States mail, postage prepaid, to
the  Secretary  of the  corporation,  not later  than  ninety  days prior to the
anniversary  date of the immediately  preceding annual meeting or not later than
ten days after  notice or public  disclosure  of the date of the annual  meeting
shall be given or made to  stockholders,  whichever  date shall be earlier.  Any
such notice  shall set forth as to each item of business the  stockholder  shall
propose to bring before the meeting (i) the name and address of the  stockholder
proposing such item of business, (ii) a description of such item of business and
the reasons for  conducting  it at such meeting and, in the event that such item
of  business  shall  include a  proposal  to amend  either  the  Certificate  of
Incorporation  or these  by-laws,  the text of the proposed  amendment,  (iii) a
representation  that the  stockholder  is a  holder  of  record  of stock of the
corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose  such item of business  and (iv) any material
interest of the  stockholder in such item of business.  Only matters which shall
have  been  properly  brought  before  an  annual  meeting  of  stockholders  in
accordance  with these  by-laws  shall be  conducted  at such  meeting,  and the
presiding  officer  may refuse to permit any  matters to be brought  before such
meeting which shall not have been properly  brought before it in accordance with
the foregoing procedure.


2.  Special  Meetings.  Except as provided in  paragraph  VII (g) (v) of Article
FOURTH of the  Certificate  of  Incorporation  respecting  rights of  holders of
Preferred  Stock to call  meetings of such holders in certain  dividend  default
situations, special meetings of stockholders,  unless otherwise provided by law,
may be called by the Chairman or Vice  Chairman of the Board of Directors or the
President or by the  Secretary  on the written  request of a majority of all the
directors,  such  request to state the purpose of the  proposed  meeting,  which
meeting shall thereupon be called by the Secretary. Business at special meetings
shall be confined to the matters stated in the notice.

3. Notice.  Written notice of each meeting of stockholders  shall be mailed, not
less than ten days prior to the meeting, to each stockholder entitled to vote at
such address as appears on the stock books of the corporation.  The notice shall
specify  the time and place of the  meeting  and,  as to special  meetings,  the
matter or matters to be acted upon at such meeting.

4.  Place.  Meetings  of  stockholders  shall  be  held  at  the  office  of the
corporation in Wilmington,  Delaware,  or at such other place, within or without
the State of Delaware, as the Board of Directors may designate.

5. Quorum.  Except as provided in paragraph VII (g) (v) of Article FOURTH of the
Certificate of Incorporation  respecting meetings of stockholders during certain
dividend default  situations,  at which meetings holders of Preferred Stock have
special voting rights, the holders of a majority of the outstanding stock having
voting power,  present in person or by proxy,  shall  constitute a quorum at all
meetings  of  stockholders  for the  transaction  of business  unless  otherwise
provided by law.  Except as provided  in such  paragraph  VII (g) (v) of Article
FOURTH of the Certificate of Incorporation,  if a quorum shall not be present at
any meeting of  stockholders,  the  stockholders  entitled  to vote,  present in
person or by proxy,  may adjourn the meeting from time to time,  without  notice
other than announcement at the meeting,  until a quorum shall be present; and at
such  adjourned  meeting at which a quorum  shall be present any business may be
transacted which might have been transacted at the meeting originally called.

6. Voting;  Proxies. At each meeting of stockholders every stockholder  entitled
to vote may vote in person or by proxy  appointed  by an  instrument  in writing
subscribed by such stockholder or his duly appointed  attorney-in-fact or in any
other manner prescribed by the General Corporation Law of the State of Delaware.
Except as provided in paragraphs  VII (g) (i) and VII (g) (v) of Article  FOURTH
of the Certificate of Incorporation respecting holders of Preferred Stock voting
in certain situations,  each holder of Common Stock shall have one vote and each
holder of  Preferred  Stock  shall have  thirty-six  (36)  votes on each  matter
submitted  to  a  vote  at  a  meeting  of  stockholders   for  each  share  of,
respectively,  Common and Preferred Stock having voting power, registered in his
name on the stock books of the corporation. The vote for directors and, upon the
demand of any  stockholder,  the vote upon any other matter  before the meeting,
shall be by ballot.  Elections shall be decided by a plurality of the votes cast
and other  matters  shall be  decided  by a  majority  of the votes cast on such
matters.

BOARD OF DIRECTORS

7. Powers; Number;  Election;  Term; Vacancies. The property and business of the
corporation shall be managed by its Board of Directors,  which shall be not less
than eight nor more than  fifteen in number as  determined  from time to time by
the Board, except as provided in paragraph VII (g) (ii) of Article FOURTH of the
Certificate of Incorporation respecting additional directors in certain dividend
default  situations.  Directors  shall  be  elected  at the  annual  meeting  of
stockholders  and each  director  shall  continue in office until his  successor
shall be elected or until his earlier removal or resignation. Except as provided
in paragraph VII (g) (ii) of Article FOURTH of the Certificate of  Incorporation
respecting   additional   directors  in  certain  dividend  default  situations,
nominations  for the election of directors may be made by the Board of Directors
or a  committee  appointed  by the  Board  of  Directors  or by any  stockholder
entitled  to  vote  in  the  election  of  directors  generally.   However,  any
stockholder entitled to vote in the election of directors generally may nominate
one or more  persons for election as  directors  only if written  notice of such
stockholder's  intent to make such  nomination  or  nominations  has been given,
either by personal  delivery or by United States Mail,  postage prepaid,  to the
Secretary of the  corporation  not later than (i) with respect to an election to
be  held  at an  annual  meeting  of  stockholders,  ninety  days  prior  to the
anniversary  date of the immediately  preceding  annual  meeting,  and (ii) with
respect to an election to be held at a special meeting of  stockholders  for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. Each such notice
shall set forth: (a) the name and address of the stockholder who intends to make
the  nomination   and  of  the  person  or  persons  to  be  nominated;   (b)  a
representation  that the  stockholder  is a  holder  of  record  of stock of the
corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the  meeting to  nominate  the person or  persons  specified  in the
notice;  (c) a description of all  arrangements  or  understandings  between the
stockholder and each nominee and any other person or persons (naming such person
or persons)  pursuant to which the nomination or  nominations  are to be made by
the stockholder;  (d) such other information  regarding each nominee proposed by
such  stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange  Commission;  and (e)
the  consent of each  nominee to serve as a director  of the  corporation  if so
elected.  The  presiding  officer of the meeting may refuse to  acknowledge  the
nomination  of any person not made in compliance  with the foregoing  procedure.
Except as provided in Paragraph VII (g) (v) of Article FOURTH of the Certificate
of Incorporation respecting the additional directors in certain dividend default
situations,  vacancies in the membership of the Board,  whether or not caused by
an increase in the number of directors, will be filled solely by the affirmative
vote of a majority of the remaining  directors then in office,  even though less
than a quorum of the Board of Directors. Any director elected in accordance with
the preceding  sentence shall hold office only until the next succeeding  annual
meeting of stockholders.

8. Regular Meetings. Regular meetings of the Board may be held without notice at
such time and place as the Board shall from time to time determine.

9. Special Meetings. Special Meetings of the Board may be called by direction of
the  Chairman,  the Vice  Chairman,  the  President or two directors on two days
notice to each director specifying the time and place of meeting.

10. Quorum; Voting. At all meetings of the Board a majority of all the directors
then in office,  or if the number of directors is then an even number,  one-half
such number 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  unless  otherwise  provided  by law,  the
Certificate of Incorporation or these by-laws.

11.  Compensation.  Directors  shall be paid  such fees for  their  services  as
directors  and for  attending  meetings  of the Board and  committees  appointed
thereby as shall be  determined  from time to time by the  Board.  The Board may
also  provide  for  compensation  to a  director  for  expenses  he may incur in
attending  such  meetings.  Nothing  herein  shall be  construed to preclude any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefor.

12.  Residual  Powers of Board.  In  addition to the powers  conferred  by these
by-laws  upon  the  Board,  the  Board  may  exercise  all  such  powers  of the
corporation  and do all such  lawful  acts  and  things  as are not by law,  the
Certificate  of  Incorporation  or these  by-laws  directed  or  required  to be
exercised or done by the stockholders.  Nothing contained in these by-laws shall
restrict the Board or any committee thereof from taking any action in any manner
permitted  by  law,   including   unanimous   written   consent  and  conference
communication by means of telephone or similar communications equipment by which
all persons  participating in the meeting can hear each other, and participation
in a meeting pursuant to this by-law shall constitute presence in person at such
meeting.


                               EXECUTIVE COMMITTEE

13.  Appointment.  The  Board  may by vote of a  majority  of all the  directors
appoint three or more members to constitute an Executive  Committee  which shall
serve at the pleasure of the Board. Vacancies in the membership of the Executive
Committee  shall  be  filled  by the  Board  by  vote of a  majority  of all the
directors.

14. Duties and Powers.  During the intervals  between meetings of the Board, the
Executive  Committee shall perform all the duties and exercise all the powers of
the Board in the  management  of the property  and  business of the  corporation
except such duties and powers as are by law, the Certificate of Incorporation or
these by-laws directed or required to be performed or exercised  specifically by
the Board as such or by any  proportion  thereof.  The Chairman of the Executive
Committee  shall  assist the  Chairman of the Board,  shall  perform such of the
duties  and  exercise  such of the  powers of the  Chairman  as the  latter  may
delegate  to him and shall,  in the  absence  or  disability  of the  President,
perform the duties and exercise the powers of the  President.  He shall  perform
such other  duties and  exercise  such other powers as the Board or the Chairman
shall from time to time prescribe.

15. Meetings.  The Executive  Committee may meet at stated times without notice,
or on two days notice to all by one of its members.

16. Quorum;  Voting.  A majority of the Executive  Committee shall  constitute a
quorum  for the  transaction  of  business  and the act of a  majority  of those
present  at any  meeting  at which  there  is a  quorum  shall be the act of the
Committee.

17.  Minutes.  The  Executive  Committee  shall  keep  regular  minutes  of  its
proceedings and report its actions to the Board when it so requests.

                                FINANCE COMMITTEE

18.  Appointment.  The Board may appoint  three or more  directors,  officers or
employees  of the  corporation  or its  subsidiaries  to  constitute  a  Finance
Committee  which shall  serve at the  pleasure  of the Board.  Vacancies  in the
membership of the Finance Committee shall be filled by the Board.

19.  Duties and Powers.  The Finance  Committee  shall  supervise  the financial
affairs,  budgets and procedures of the  corporation  and its  subsidiaries  and
shall fix the salaries of officers  and  employees  of the  corporation  and its
subsidiaries,  except  such  thereof  as may be fixed by the  Board or any other
committee appointed by it for such purpose.

20. Meetings.  The Finance Committee may meet at stated times without notice, or
on notice to all by the Chairman or  Vice-Chairman  of the Board, the President,
an Executive Vice President or a Senior Vice President.

21.  Quorum;  Voting.  A majority of the Finance  Committee  shall  constitute a
quorum  for the  transaction  of  business  and the act of a  majority  of those
present  at any  meeting  at which  there  is a  quorum  shall be the act of the
Committee.

22 Minutes.  The Finance Committee shall keep regular minutes of its proceedings
and make copies thereof available to the Board at its meetings.

                                 AUDIT COMMITTEE

23.  Appointment.  The  Board  shall  appoint  three  or more  directors  of the
Corporation, none of whom is presently employed by the Corporation or any of its
subsidiaries,  to  constitute  an  Audit  Committee,  which  shall  serve at the
pleasure of the Board.  Vacancies in the membership of the Audit Committee shall
be filled by the Board.

24. Duties and Powers. The Audit Committee shall recommend a firm of independent
public accountants to be engaged as the principal auditor for each year's annual
audit on behalf  of the  Corporation  subject  to the  approval  of the Board of
Directors  and  ratification  by the  stockholders.  The Audit  Committee  shall
discuss with the auditors the scope and results of the audit and shall report to
the Board of Directors  thereon.  The Audit Committee shall undertake such other
financial reviews as the Board deems appropriate.

25. Meetings. The Audit Committee may meet at stated times without notice, or on
notice to all by the Chairman or Vice Chairman of the Board,  the President,  an
Executive Vice President or a Senior Vice President, or by one of the members of
the Audit Committee.

26. Quorum;  Voting. A majority of the Audit Committee shall constitute a quorum
for the  transaction  of business and the act of a majority of those  present at
any meeting at which there is a quorum shall be the act of the Committee.

27.  Minutes.  The Audit Committee shall keep regular minutes of its proceedings
and make copies thereof available to the Board at its meetings.

                                OTHER COMMITTEES

28.  Appointment.  The Board may from time to time appoint  further  standing or
special committees of directors, officers or employees of the corporation or its
subsidiaries  to serve  at the  pleasure  of the  Board  and  confer  upon  such
committees  such  powers and duties as the Board may deem  expedient  within the
limits permitted by law.

29.  Organization and Operation.  Unless  otherwise  provided in the resolutions
appointing  any such  committee  and  determining  its  powers and  duties,  the
committee may establish procedures for calling and conducting meetings, provided
that no less than a majority of its members  shall  constitute  a quorum for the
transaction  of business and the act of no less than a majority of those present
at a meeting at which there is a quorum shall be the act of the  committee,  and
the  committee  shall keep  regular  minutes of its  proceedings  and report its
actions to the Board when it so requests.

                                    OFFICERS

30. Principal  Officers.  The principal officers shall be chosen annually by the
Board and shall be a Chairman of the Board of  Directors,  a  President,  one or
more Vice  Presidents,  a Secretary,  a Treasurer and a Comptroller  and, in the
discretion of the Board, a Vice Chairman of the Board of Directors,  one or more
Executive Vice Presidents and one or more Senior Vice  Presidents.  The Chairman
or Vice  Chairman  and  President  may be the same  person;  the  Secretary  and
Treasurer  may be the same  person and  Executive  Vice  President,  Senior Vice
President or Vice  President  may hold at the same time the office of Secretary,
Treasurer  or  Comptroller.  The  Chairman  and Vice  Chairman,  if any, and the
President  shall be chosen  from the members of the Board;  the other  principal
officers need not be directors.

31. Other  Officers.  The Board may choose such other  officers and agents as it
shall deem  necessary,  who shall hold  their  offices  for such terms and shall
perform such duties and exercise  such powers as are  delegated to them pursuant
to these by-laws or as the Board shall from time to time prescribe.

32.  Salaries.  The  salaries of all  principal  officers  shall be fixed by the
Board.


33. Term of Office;  Removal. Each officer shall hold office until his successor
is chosen or until his earlier removal or resignation.  The Board may remove any
officer or agent  provided  that removal of a principal  officer be by vote of a
majority of all the directors.

34. Vacancies. Vacancies in any office may be filled by the Board.

35.  Chairman.  The  Chairman  of the Board of  Directors  shall  preside at all
meetings of  stockholders  and of the Board.  He shall be ex-officio a member of
all standing  committees  appointed by the Board,  shall be the chief  executive
officer  of the  corporation,  shall  have all  powers  and  perform  all duties
incident to such chief  executive  office and,  subject to the  direction of the
Board, shall have general and active supervision of the property and business of
the  corporation.  He shall be the  officer  through  whom the  Board  delegates
authority to corporate management and he shall be the medium of communication to
the Board of information as to the affairs of the corporation and of all matters
presented for the Board's consideration. He shall be responsible to see that all
orders  and  resolutions  of the Board are  carried  into  effect by the  proper
officers.

36. Vice Chairman.  The Vice Chairman of the Board of Directors shall assist the
Chairman of the Board, shall perform such of the duties and exercise such of the
powers of the  Chairman  as the latter  may  delegate  to him and shall,  in the
absence or  disability  of the  Chairman,  perform the duties and  exercise  the
powers of the  Chairman.  He shall  perform such other duties and exercise  such
other powers as the Board or the Chairman shall from time to time prescribe.

37. President.  The President shall assist the Chairman and Vice Chairman of the
Board,  shall  perform such of the duties and exercise such of the powers of the
Chairman  as the  latter  may  delegate  to him and  shall,  in the  absence  or
disability of the Vice  Chairman,  perform the duties and exercise the powers of
the Vice  Chairman.  He shall  perform such other duties and exercise such other
powers as the Board,  the Chairman or the Vice Chairman  shall from time to time
prescribe.

38.  Executive Vice  Presidents.  Each Executive Vice President shall serve in a
general  executive  capacity,  more  particularly  as general  assistant  to the
President.  In the absence or disability of the President,  and in the event the
Chairman of the  Executive  Committee is absent or disabled,  an Executive  Vice
President  shall,  in the order of seniority in that office,  perform the duties
and  exercise  the powers of the  President.  Executive  Vice  Presidents  shall
perform  such other  duties and  exercise  such other  powers as the Board,  the
Chairman, the Vice Chairman or the President shall from time to time prescribe.

39. Senior Vice Presidents.  Each Senior Vice President shall serve in a general
executive  capacity,  more particularly as general assistant to the President or
to one or more  Executive Vice  Presidents.  In the absence or disability of the
President,  and in the event the  Chairman of the  Executive  Committee  and all
Executive Vice Presidents are absent or disabled, a Senior Vice President shall,
in the order of seniority  in that  office,  perform the duties and exercise the
powers of the President.  Senior Vice Presidents shall perform such other duties
and exercise such other powers as the Board, the Chairman,  the Vice Chairman or
the President shall from time to time prescribe.

40.  Vice  Presidents.  In the  absence  or  disability  of the  Executive  Vice
Presidents and Senior Vice  Presidents,  a Vice President shall, in the order of
seniority  in that  office,  perform the duties and  exercise  the powers of the
Executive Vice  Presidents and Senior Vice  Presidents.  Vice  Presidents  shall
perform  such other  duties and  exercise  such other  powers as the Board,  the
Chairman,  the Vice Chairman or the President shall from time to time prescribe.
41.  Principal  Financial  Officer.  The Board may  designate an Executive  Vice
President,  a Senior Vice  President,  a Vice  President or the Treasurer as the
Principal Financial Officer of the corporation.

42.  Secretary.  The Secretary shall attend all meetings of stockholders  and of
the Board and shall record the minutes of all  proceedings  of such  meetings in
books to be kept  for that  purpose,  and  shall  perform  like  duties  for the
standing  committees  appointed by the Board unless the Board directs otherwise.
He shall have custody of the seal of the corporation and shall affix it or cause
it to be affixed to all  instruments  requiring it. He shall give or cause to be
given the notice required of all meetings of  stockholders  and of the Board. He
shall perform such other duties and exercise such other powers as the Board, the
Chairman, the Vice Chairman or the President shall from time to time prescribe.

43. Treasurer. The Treasurer shall have general charge of and responsibility for
the corporate funds and securities. He shall deposit or cause to be deposited in
the name of the  corporation  all  moneys  and  other  valuable  effects  of the
corporation in such  depositories  as may be designated in accordance with these
by-laws. He shall disburse the funds of the corporation as directed by the Board
or  by  any  other   principal   officer,   taking  proper   vouchers  for  such
disbursements.  He  shall  advise  upon  all  terms  of  credit  granted  by the
corporation.  He shall  render  to the  Board,  when the Board so  requests,  an
accounting of all his  transactions as Treasurer and of the financial  condition
of the  corporation.  He shall perform such other duties and exercise such other
powers as the Board, the Chairman, the Vice Chairman or the President shall from
time to time prescribe.

44.  Comptroller.   The  Comptroller  shall  have  general  supervision  of  the
accounting practices of the corporation and its subsidiaries and the preparation
of  statements   and  other  reports   respecting   financial   aspects  of  the
corporation's  or its  subsidiaries'  operations.  He shall  establish,  through
appropriate   channels,   recording  and  reporting   procedures  and  standards
pertaining  to such  matters.  He shall be  responsible  for  collection  of all
corporation accounts. He shall perform such other duties and exercise such other
powers as the Board, the Chairman, the Vice Chairman or the President shall from
time to time prescribe.

45. Delegation of Officer's Duties by Board. In the absence or disability of any
principal  officer,  or for any other reason that the Board may deem sufficient,
the Board may by vote of a majority of all the directors  delegate any or all of
the powers or duties of such officer to any other officer.

46.  Delegation  of  Officer's  Duties by  Officer.  Any  principal  officer may
delegate  portions of his powers and duties to any assistant  officer  chosen by
the Board and acting under the principal officer's supervision.



                               INDEMNIFICATION OF
                        DIRECTORS, OFFICERS AND EMPLOYEES

47. Each person (and heirs and legal  representatives of such person) who serves
or has served as a director,  officer or employee of the  corporation  or of any
other  corporation  or entity when requested by this  corporation,  and of which
this  corporation is or was a stockholder,  a creditor or otherwise  interested,
shall be  indemnified by this  corporation  against all liability and reasonable
expense, including but not limited to counsel fees and disbursements and amounts
of judgments, fines or penalties,  incurred by or imposed upon him in connection
with any claim, action, suit or proceeding, actual or threatened, whether civil,
criminal,  administrative or  investigative,  and appeals in which he may become
involved as a party or  otherwise by reason of acts or omissions in his capacity
as and while a director,  officer or employee of this  corporation or such other
corporation  or entity,  provided  that such  person is wholly  successful  with
respect thereto and unless the Board in its absolute  discretion shall determine
that such person did not meet the standard of conduct required herein.  The term
"wholly  successful"  shall  mean  termination  of any  claim,  action,  suit or
proceeding against such person without any finding of liability or guilt against
him and without any settlement by payment, promise or undertaking by or for such
person or the expiration of a reasonable  period of time after the making of any
claim or threat  without  action,  suit or  proceeding  having been  brought and
without  any  settlement  by payment,  promise,  or  undertaking  by or for such
person. The standard of conduct required shall be that such person acted in good
faith for a purpose which he reasonably  believed to be in or not opposed to the
best interests of the corporation,  and, in addition,  in any criminal action or
proceeding,  had no  reasonable  cause to believe that his conduct was unlawful.
Should  indemnification be requested hereunder in respect to any claim,  action,
suit or other proceeding where the person seeking  indemnification  has not been
wholly  successful,  such  indemnification  may be  made  only  upon  the  prior
determination  by a resolution  of a majority of those  members of the Board who
are not  involved  in the claim,  action,  suit or other  proceeding,  that such
person met the standards of conduct  required  herein,  or, in the discretion of
the Board,  upon the prior  determination  by  non-employee  legal  counsel,  in
written opinion, that such person has met such standards, and where a settlement
is involved,  that the amount thereof is reasonable.  Indemnification under this
by-law shall not include any amount payable by such person to the corporation or
entity in satisfaction  of any judgment or settlement,  or any amount payable on
account of profits  realized by him in the purchase or sale of securities of the
corporation,  and shall be reduced by the amount of any other indemnification or
reimbursement  of such liability and expense to such person.  The termination of
any claim,  action,  suit or other proceeding,  by judgment,  order,  settlement
(whether with or without court  approval) or conviction or upon a plea of guilty
or of  nolo  contendere,  or its  equivalent,  shall  not  of  itself  create  a
presumption  that such  person did not meet the  standard  of  conduct  required
herein. Expenses incurred which are subject to indemnification  hereunder may be
advanced by the  corporation  prior to final  disposition of the claim,  action,
suit or other  proceeding  upon  receipt  of an  undertaking  acceptable  to the
corporation  by or on behalf of the  recipient  to repay such  amount  unless it
shall ultimately be determined that he is entitled to indemnification. The right
of indemnification herein provided shall be in addition to other rights to which
those  to be  indemnified  may  otherwise  be  entitled  by  agreement,  vote of
stockholders,  operation of law or otherwise,  and shall be available whether or
not the claim asserted  against such person is based upon matters which antedate
the adoption of this by-law.  If any word, clause or provision of this by-law or
any  indemnification  made  hereunder  shall for any reason be  determined to be
invalid, the provisions hereof shall not otherwise be affected thereby but shall
remain in full force and effect.

                            AUTHORITY TO ACT AND SIGN

48. Instrument Execution.  Unless otherwise provided by law or by the Board, all
instruments  to be  executed  on  behalf  of  the  corporation,  whether  or not
requiring the seal of the corporation, may be executed by the Chairman, the Vice
Chairman, the President, any Executive Vice President, any Senior Vice President
or any Vice President and attested by the Secretary or an Assistant Secretary.

49.  Bank  Accounts.  Unless  otherwise  provided  by the Board,  any two of the
following  officers:  the  Chairman,  the  Vice  Chairman,  the  President,  any
Executive Vice President,  any Senior Vice President, any Vice President and the
Treasurer,  may  from  time to time (1)  open  and  maintain  in the name of the
corporation,  and terminate,  general and special bank accounts for the funds of
the corporation with such banks,  trust companies or other  depositories as they
may designate and (2) designate,  and revoke the designation of, the officers or
employees of the  corporation  who may sign,  manually or by facsimile,  checks,
drafts  or  orders  on such  bank  accounts.  Any such  action,  designation  or
revocation  shall be by written  instrument,  signed by the officers  taking the
action or making or  revoking  the  designation  and filed with the bank,  trust
company or other depository.

50.  Voting of Stock in Other  Corporations.  Unless  otherwise  directed by the
Board, Chairman, the Vice Chairman, the President, any Executive Vice President,
any Senior Vice President,  the Treasurer or the Secretary may, on behalf of the
corporation,  attend,  act  and  vote  at any  meeting  of  stockholders  of any
corporation  in which this  corporation  may hold stock and at any such  meeting
shall  possess  and may  exercise  all rights of this  corporation  incident  to
ownership  of such  stock  or may give a proxy  or  proxies  in the name of this
corporation  to any other person or persons who may vote such stock and exercise
any and all other  rights in regard to it as are here  accorded to the  officers
mentioned.

51. Sale and Transfer of Securities. Unless otherwise directed by the Board, any
two of the following officers:  the Chairman,  the Vice Chairman, the President,
any Executive Vice  President,  any Senior Vice President and the Treasurer may,
on behalf of the corporation, transfer, convert, endorse, sell, assign, set over
and deliver, or take action appropriate to the encumbrance by the corporation of
any bonds, shares of stock, warrants or other securities owned by or standing in
the name of the  corporation,  and may  execute  and  deliver in the name of the
corporation  all  written  instruments  necessary  or  proper to  implement  the
authority herein contained. STOCK

52. Stock  Certificate;  Uncertificated  Shares.  The shares of the  corporation
shall be  represented by  certificates,  provided that the Board of Directors of
the corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated  shares.  Any such
resolution  shall not apply to shares  represented  by a certificate  until such
certificate is surrendered to the corporation.  Notwithstanding  the adoption of
such a resolution by the Board of Directors,  every holder of stock  represented
by certificates and upon request every holder of uncertificated  shares shall be
entitled to have a certificate  signed by, or in the name of the  corporation by
the Chairman or Vice  Chairman of the Board of  Directors,  or the  President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of such corporation  representing the number of shares
registered in certificate  form. Any or all of the signatures 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.

53.  Transfer.  Transfer of stock shall be made on the books of the  corporation
only upon surrender of the certificate therefor, endorsed by the person named in
the  certificate  or  accompanied  by proper  written  evidence  of  succession,
assignment  or  authority  to  transfer  such  stock or upon  receipt  of proper
transfer  instructions  from the owner of  uncertificated  shares.  54. Transfer
Agent and Registrar. The Board may appoint one or more Transfer Agents to record
transfers of shares of stock and to keep the stock certificate  books,  transfer
books and stock  ledgers of the  corporation.  The Board may also appoint one or
more  Registrars to register  certificates  of stock.  The Board may require all
certificates  of stock to bear the signatures of either or both a Transfer Agent
and a Registrar. Where any such certificate is manually signed by the Registrar,
the signature of any Transfer Agent may be facsimile engraved or printed.

55. Record Date. The Board may fix in advance a date, not less than ten nor more
than 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,  conversion  or  exchange  of stock  shall go into
effect or the date in connection  with obtaining  consent of stockholders or any
class  thereof  for any  purpose,  as a  record  date for the  determination  of
stockholders entitled to notice of and to vote at any such meeting or to receive
payment  of any such  dividend  or to  receive  any  allotment  of  rights or to
exercise the 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.  The Board  may  direct  that the stock  books of the
corporation be closed against transfers during such period.

56.  Registered  Stockholders.  The  corporation  shall be entitled to treat the
holder  of  record  of any  share 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, except as provided by law.

57. Lost  Certificates.  The Board may direct a new  certificate  of stock to be
issued in place of any certificate  theretofore  issued and claimed to have been
lost, stolen or destroyed, provided that any person claiming a certificate to be
lost,  stolen or destroyed shall make an affidavit of ownership and of the facts
of such  loss,  theft  or  destruction  and,  if the  Board so  requires,  shall
advertise the same, and provided further that the Board may require the owner of
the  certificate  claimed  to  be  lost,  stolen  or  destroyed,  or  his  legal
representative,  to deliver to the corporation for itself, its officers Transfer
Agents and  Registrars,  a bond of  indemnity  in such  amount or  unlimited  in
amount, upon such terms and secured by such surety as the Board may require.

                                  MISCELLANEOUS

58.  Notices.  Whenever under the provisions of these by-laws notice is required
to be given to any person other than in his capacity as  stockholder,  it may be
given by hand delivery, by telegram or by mail. Whenever under the provisions of
these by-laws notice is required to be given to any stockholder, it may be given
by mail,  by  depositing  the  same in the post  office  or a letter  box,  in a
post-paid,  sealed  envelope,  addressed to such  stockholder at such address as
appears on the stock books of the  corporation,  and such notice shall be deemed
to be given at the time when the same shall be thus mailed.  Any person entitled
to notice under any provision of these by-laws may waive such notice.

59. Fiscal Year. The fiscal year of the corporation shall begin the first day of
January in each year.

60.  Offices.  The  corporation may have an office in New York, New York, and at
such other places as the business of the corporation may require.

61.  Seal.  The  corporate  seal shall have  inscribed  thereon  the name of the
corporation and the words "Corporate Seal, Delaware."

62. Amendments.  These by-laws may be altered or repealed and new by-laws may be
adopted at any meeting of  stockholders by the vote of the holders of a majority
of the  outstanding  stock  having  voting  power,  provided  the notice of such
meeting includes the proposed alterations or repeal or the proposed new by-laws,
or a summary thereof, or the Board by vote of a majority of all the directors.