AMERICAN STANDARD INC.






                                 AMENDED BY-LAWS









                           As Adopted on May 4, 1995,
                         as Amended on December 5, 1996,
              as Amended on March 24, 1997, effective May 1, 1997,
                         and as Amended on March 5, 1998







<PAGE>



                             AMERICAN STANDARD INC.

                                 AMENDED BY-LAWS

                                TABLE OF CONTENTS


                                                                           PAGE
                                   ARTICLE I

                                 STOCKHOLDERS.................................1
Section 1.1.   Annual Meeting................................................ 1
Section 1.2.   Special Meetings.............................................. 1
Section 1.3.   Notice of Meetings; Waiver.................................... 1
Section 1.4.   Quorum........................................................ 2
Section 1.5.   Voting........................................................ 2
Section 1.6.   Voting by Ballot.............................................. 3
Section 1.7.   Adjournment................................................... 3
Section 1.8.   Proxies....................................................... 3
Section 1.9.   Organization; Procedure....................................... 4
Section 1.10.     Stockholder Proposals and Nominations
                             of Directors   ................................. 4
Section 1.11.  [Reserved].................................................... 4
Section 1.12.  [Reserved].................................................... 4
Section 1.13.  Consent of Stockholders in
                 Lieu of Meeting............................................. 4


                                   ARTICLE II

                              BOARD OF DIRECTORS............................. 5

Section 2.1.   General Powers................................................ 5
Section 2.2.   Number and Term of Office..................................... 5
Section 2.3.   Election of Directors......................................... 6
Section 2.4.   Annual and Regular Meetings................................... 6
Section 2.5.   Special Meetings; Notice...................................... 7
Section 2.6.   Quorum; Voting................................................ 7
Section 2.7.   Adjournment................................................... 7
Section 2.8.   Action Without a Meeting...................................... 7
Section 2.9.   Organization ................................................. 8
Section 2.10.  Regulations; Manner of Acting................................. 8
Section 2.11.  Action by Telephonic Communications........................... 8
Section 2.12.  Resignations.................................................. 8
Section 2.13.  Removal of Directors.......................................... 8
Section 2.14.  Vacancies and Newly Created
                             Directorships................................... 9
Section 2.15.  Compensation.................................................. 9
Section 2.16.  Reliance on Accounts and Reports, etc......................... 9



<PAGE>



                                   ARTICLE III
                                                                           

                        EXECUTIVE COMMITTEE AND OTHER COMMITTEES............. 9

Section 3.1.   How Constituted............................................... 9
Section 3.2.   Powers....................................................... 10
Section 3.3.   Proceedings.................................................. 11
Section 3.4.   Quorum and Manner of Acting.................................. 11
Section 3.5.   Action by Telephonic Communications.......................... 11
Section 3.6.   Absent or Disqualified Members............................... 11
Section 3.7.   Resignations................................................. 11
Section 3.8.   Removal...................................................... 12
Section 3.9.   Vacancies.................................................... 12


                                   ARTICLE IV

                        OFFICERS............................................ 12

Section 4.1.   Number....................................................... 12
Section 4.2.   Election..................................................... 12
Section 4.3.   Salaries..................................................... 12
Section 4.4.   Removal and Resignation; Vacancies........................... 13
Section 4.5.   Authority and Duties of Officers............................. 13
Section 4.6.   The President................................................ 13
Section 4.7.   Vice Presidents.............................................. 14
Section 4.8.   The Secretary................................................ 14
Section 4.9.   The Treasurer................................................ 15
Section 4.10.  Additional Officers.......................................... 16
Section 4.11.  Security..................................................... 16


                                    ARTICLE V

                       CAPITAL STOCK........................................ 16

Section 5.1.   Certificates of Stock, Uncertificated
                             Shares......................................... 16
Section 5.2.   Signatures; Facsimile........................................ 17
Section 5.3.   Lost, Stolen or Destroyed Certificates....................... 17
Section 5.4.   Transfer of Stock............................................ 17
Section 5.5.   Record Date.................................................. 18
Section 5.6.   Registered Stockholders...................................... 19
Section 5.7.   Transfer Agent and Registrar................................. 19
<PAGE>


                                   ARTICLE VI

                      INDEMNIFICATION....................................... 19

Section 6.1.   Nature of Indemnity.......................................... 19
Section 6.2.   Successful Defense........................................... 20

Section 6.3.   Determination That Indemnification
                             is Proper...................................... 20
Section 6.4.   Advance Payment of Expenses.................................. 21
Section 6.5.   Procedure for Indemnification of
                             Directors and Officers......................... 21
Section 6.6.   Survival; Preservation of Other Rights....................... 22
Section 6.7.   Insurance.................................................... 23
Section 6.8.   Severability................................................. 23


                                   ARTICLE VII

                      OFFICES............................................... 23

Section 7.1.   Registered Office............................................ 23
Section 7.2.   Other Offices................................................ 23





                                  ARTICLE VIII

                      GENERAL PROVISIONS.................................... 24

Section 8.1.   Dividends.................................................... 24
Section 8.2.   Reserves..................................................... 24
Section 8.3.   Execution of Instruments..................................... 24
Section 8.4.   Corporate Indebtedness....................................... 24
Section 8.5.   Deposits..................................................... 25
Section 8.6.   Checks....................................................... 25
Section 8.7.   Sale, Transfer, etc. of Securities........................... 25
Section 8.8.   Voting as Stockholder........................................ 25
Section 8.9.   Fiscal Year.................................................. 26
Section 8.10.  Seal......................................................... 26
Section 8.11.  Books and Records; Inspection................................ 26





                                   ARTICLE IX

                      AMENDMENT OF AMENDED BY-LAWS.......................... 26

Section 9.1.   Amendment.................................................... 26

                                    ARTICLE X

                      CONSTRUCTION.......................................... 27

Section 10.1.  Construction................................................. 27



<PAGE>



                             AMERICAN STANDARD INC.
                                 AMENDED BY-LAWS
                           As adopted on May 4, 1995,
                         as amended on December 5, 1996,
              as amended on March 24, 1997 (effective May 1, 1997),
                         and as amended on March 5, 1998

                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.1. Annual Meetings. The annual meeting of the stockholders of the
Corporation  for the election of Directors and for the transaction of such other
business as properly may come before such  meeting  shall be held at such place,
either within or without the State of Delaware on the first Thursday in May (or,
if such day is a legal  holiday,  then on the  next  succeeding  business  day),
following the annual  meeting of  stockholders  of American  Standard  Companies
Inc.,  or at such  other  date  and time as may be  fixed  from  time to time by
resolution  of the Board of  Directors  and set forth in the notice or waiver of
notice of the meeting. [Sections 211(a), (b).]<F1>

     Section 1.2. Special Meetings.  Special meetings of the stockholders may be
called at any time by the (i) Chief  Executive  Officer  or (ii) by the Board of
Directors  pursuant to a resolution adopted by a majority of the total number of
authorized  Directors  or (iii) [by a majority  of the  holders of the shares of
stock of the  Corporation  then  outstanding  and  entitled  to  vote].  Special
meetings of the stockholders shall be held at such places, within or without the
State of Delaware, as shall be specified in the respective notices or waivers of
notice thereof. [Section 211(d).]

--------
<F1> 1.  Citations are to the General Corporation  Law of the State of Delaware
         as in effect on May 4, 1995 (the "GCL"), and are inserted for reference
         only, and do not constitute a part of the Amended By-Laws.


<PAGE>


     Section 1.3. Notice of Meetings; Waiver. The Secretary, Acting Secretary or
any Assistant  Secretary shall cause written notice of the place,  date and hour
of each meeting of the stockholders,  and, in the case of a special meeting, the
purpose or purposes for which such meeting is called,  to be given personally or
by mail,  not less than ten nor more than sixty days  prior to the  meeting,  to
each  stockholder of record entitled to vote at such meeting.  If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail,  postage  prepaid,  directed to the  stockholder  at his
address as it appears on the record of stockholders of the  Corporation,  or, if
he shall have filed with the  Secretary or Acting or Assistant  Secretary of the
Corporation  a written  request  that  notices  to him be  mailed to some  other
address,  then directed to him at such other address.  Such further notice shall
be given as may be required by law.

     No notice of any meeting of  stockholders  need be given to any stockholder
who  submits a signed  waiver of notice,  whether  before or after the  meeting.
Neither  the  business to be  transacted  at, nor the purpose of, any regular or
special  meeting of the  stockholders  need be specified in a written  waiver of
notice.  The attendance of any  stockholder at a meeting of  stockholders  shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the  transaction  of any business on the ground that the meeting is
not lawfully called or convened. [Sections 222, 229.]

     Section 1.4. Quorum. Except as otherwise required by law or by the Restated
Certificate of Incorporation,  the presence in person or by proxy of the holders
of  record  of a  majority  of the  shares  entitled  to  vote at a  meeting  of
stockholders  shall  constitute a quorum for the transaction of business at such
meeting. [Section 216.]

     Section 1.5. Voting. If, pursuant to Section 5.5 of these
Amended By-Laws,  a record date has been fixed, every holder of record of shares
entitled to vote at a meeting of stockholders  shall be entitled to one vote for
each share  outstanding in his name on the books of the Corporation at the close
of business on such record date,  provided,  however,  that the  certificate  of
designation  pertaining to any series of the  Corporation's  preferred stock may
provide  for a greater  number of votes per share of such  series.  If no record
date has been fixed, then every holder of record of shares entitled to vote at a
meeting of  stockholders  shall be  entitled  to one vote  (subject  to the same
proviso as set forth in the  immediately  preceding  sentence) for each share of
stock  standing  in his name on the  books of the  Corporation  at the  close of
business  on the day next  preceding  the day on which  notice of the meeting 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. Except as otherwise  required by
law, by the Restated  Certificate of  Incorporation or by these Amended By-Laws,
the vote of a majority  of the shares  represented  in person or by proxy at any
meeting at which a quorum is present shall be sufficient for the  transaction of
any business at such meeting. [Sections 212(a), 216.]
<PAGE>

     Section 1.6. Voting by Ballot. No vote of the stockholders need be taken by
written  ballot  unless  otherwise  required by law.  Any vote which need not be
taken by ballot may be conducted in any manner approved by the meeting.

     Section 1.7. Adjournment.  If a quorum is not present at any meeting of the
stockholders,  the  stockholders  present  in person or by proxy  shall have the
power to adjourn any such  meeting  from time to time until a quorum is present.
Notice of any adjourned  meeting of the stockholders of the Corporation need not
be given if the place,  date and hour  thereof are  announced  at the meeting at
which the adjournment is taken,  provided,  however,  that if the adjournment is
for more than thirty days, or if after the adjournment a new record date for the
adjourned  meeting is fixed pursuant to Section 5.5 of these Amended By-Laws,  a
notice of the adjourned  meeting,  conforming to the requirements of Section 1.3
hereof,  shall be given to each  stockholder of record  entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any business may
be  transacted  that  might have been  transacted  on the  original  date of the
meeting. [Section 222(c).]

     Section 1.8.  Proxies.  Any stockholder  entitled to vote at any meeting of
the  stockholders  or to express  consent to or dissent  from  corporate  action
without a meeting may  authorize  another  person or persons to vote at any such
meeting and express such consent or dissent for him by proxy. A stockholder  may
authorize  a valid  proxy by  executing  a  written  instrument  signed  by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including,  but not limited to, by facsimile signature,  or
by  transmitting or authorizing  the  transmission  of a telegram,  cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy  solicitation  firm or a like authorized agent. No such proxy
shall be voted or acted upon after the  expiration  of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the  stockholder  executing  it, except in those
cases  where  applicable  law  provides  that a proxy  shall be  irrevocable.  A
stockholder  may revoke any proxy  which is not  irrevocable  by  attending  the
meeting and voting in person or by filing an instrument in writing  revoking the
proxy or by filing  another duly  executed  proxy  bearing a later date with the
Secretary.  Proxies by telegram, cablegram or other electronic transmission must
either  set  forth  or be  submitted  with  information  from  which  it  can be
determined that the telegram,  cablegram or other  electronic  transmission  was
authorized by the stockholder.  Any copy,  facsimile  telecommunication or other
reliable  reproduction  of a writing or  transmission  created  pursuant to this
section  may be  substituted  or  used  in  lieu  of  the  original  writing  or
transmission  for any  and all  purposes  for  which  the  original  writing  or
transmission could be used, provided that such copy, facsimile telecommunication
or other  reproduction  shall be a complete  reproduction of the entire original
writing or transmission. [Sections 212(b), (c), (d), (e).]
<PAGE>

     Section 1.9. Organization;  Procedure. At every meeting of stockholders the
presiding  officer  shall be the  President  or, in the event of his  absence or
disability,  any Vice  President or a presiding  officer chosen by a majority of
the  stockholders  present  in  person  or by  proxy.  The  Secretary  or Acting
Secretary,  or in  the  event  of  his  absence  or  disability,  the  Assistant
Secretary,  if any, or if there be no Assistant Secretary, in the absence of the
Secretary or Acting Secretary,  an appointee of the presiding officer, shall act
as  Secretary of the  meeting.  The order of business  and all other  matters of
procedure at every meeting of  stockholders  may be determined by such presiding
officer.

     Section  1.10.   Stockholder   Proposals  and   Nominations  of  Directors.
Nominations  for  election to the Board of  Directors  of the  Corporation  at a
meeting of the stockholders may be made by the Board of Directors,  or on behalf
of the Board of Directors by a  Nominating  Committee  appointed by the Board of
Directors,  or by any  stockholder of the  Corporation  entitled to vote for the
election of Directors at such meeting.

     Section 1.11.  [Reserved]  Inspectors of Elections.  [Sections 231(a), (b),
(d).]

     Section 1.12. [Reserved] Opening and Closing of Polls. [Section 231(c).]

     Section  1.13.  Consent  of  Stockholders  in Lieu of  Meeting.  Any action
required or permitted to be taken by the  stockholders of the Corporation may be
taken  without a meeting,  without prior notice and without a vote, if a consent
or consents in writing,  setting  forth the action so taken,  shall be signed by
the holders of  outstanding  stock  having not less than the  minimum  number of
votes that would be  necessary  to authorize or take such action at a meeting at
which all shares  entitled to vote  thereon  were present and voted and shall be
delivered to the  Corporation by delivery to its registered  office in the State
of Delaware,  its principal place of business,  or to an officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
stockholders are recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
<PAGE>

     Every  written  consent  permitted by this  section  shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate  action  referred to therein  unless,  within
sixty days of the earliest dated consent delivered in the manner required by law
to the Corporation, written consents signed by a sufficient number of holders to
take action are  delivered  to the  Corporation  by  delivery to its  registered
office in the State of Delaware,  its principal place of business, or an officer
or agent of the Corporation  having custody of the book in which  proceedings of
meetings  of  stockholders  are  recorded.  Delivery  made to the  Corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting  by less  than  unanimous  written  consent  shall  be  given  to  those
stockholders who have not so consented in writing. [Section 228(a), (c), (d).]


                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1. General Powers. Except as may otherwise be provided by law, by
the Restated  Certificate  of  Incorporation  or by these Amended  By-Laws,  the
business  and  affairs  of the  Corporation  shall be  managed  by or under  the
direction  of the Board of  Directors  which may exercise all such powers of the
Corporation. [Section 141(a).]

     Section  2.2.   Number  and  Term  of  Office.   The  number  of  Directors
constituting  the entire Board of Directors  shall be nine (9), which number may
be modified from time to time by resolution of the Board of Directors, but in no
event  shall the number of  Directors  be less than  three (3) or  greater  than
twenty-one  (21). Each Director  (whenever  elected) shall hold office until his
successor  has been duly  elected and  qualified,  or until his  earlier  death,
resignation or removal.  If the number of Directors is changed,  any increase or
decrease  shall be  apportioned  among the classes so as to maintain or attain a
number of Directors in each class as nearly equal as reasonably possible, but no
decrease  in the  number of  Directors  may  shorten  the term of any  incumbent
Director.  Section  2.3.  Election  of  Directors.  The  members of the Board of
Directors elected by the holders of the Common Stock of the Corporation shall be
divided at the  annual  meeting  of  stockholders  to be held in 1995 into three
classes,  designated  Classes I, II and III,  which shall be as nearly  equal in
number as possible.  At the annual meeting of stockholders in 1995, Directors of
Class I shall be  elected  to hold  office  for a term  expiring  at the  annual
meeting  of  stockholders  to be held in  1996,  Directors  of Class II shall be
elected to hold office for a term expiring at the annual meeting of stockholders
to be held in 1997 and  Directors  of Class III shall be elected to hold  office
for a term expiring at the annual meeting of stockholders to be held in 1998. At
each  succeeding   annual  meeting  of   stockholders   following  such  initial
classification and election,  the respective successors of Directors whose terms
are  expiring  shall be elected  for terms  expiring  at the  annual  meeting of
stockholders  held in the  third  succeeding  year.  If the  annual  meeting  of
stockholders  for the election of  Directors is not held on the date  designated
therefor, the Directors shall cause the meeting to be held as soon thereafter as
convenient.  At each meeting of the  stockholders for the election of Directors,
provided a quorum is present,  the Directors  shall be elected by a plurality of
the votes validly cast in such election.  Not-withstanding  the  foregoing,  the
election,  term,  removal and filling of  vacancies  with  respect to  Directors
elected  separately  by the holders of one or more series of Preferred  Stock of
the Corporation shall not be governed by this Article II, but rather shall be as
provided for in the resolutions  adopted by the Board of Directors  creating and
establishing  such series of Preferred Stock.  [Sections  141(d),  211(b),  (c),
216.]
<PAGE>

     Section 2.4. Annual and Regular  Meetings.  The annual meeting of the Board
of Directors  for the purpose of electing  officers and for the  transaction  of
such other  business  as may come  before the  meeting  shall be held as soon as
possible following  adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders.  Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution  provide for the holding of regular  meetings and fix the
place  (which may be within or without the State of  Delaware)  and the date and
hour of such meetings.  Notice of regular meetings need not be given,  provided,
however, that if the Board of Directors shall fix or change the time or place of
any regular meeting,  notice of such action shall be mailed promptly, or sent by
facsimile  transmission  or telegram,  to each  Director who shall not have been
present at the meeting at which such action was taken,  addressed  to him at his
usual place of business, or shall be delivered to him personally. Notice of such
action need not be given to any Director who attends the first  regular  meeting
after such action is taken without  protesting  the lack of notice to him, prior
to or at the  commencement  of such  meeting,  or to any  Director who submits a
signed waiver of notice, whether before or after such meeting. [Section 141(g).]

     Section 2.5. Special Meetings; Notice. Special meetings of the
Board of  Directors  shall be held  whenever  called by a majority  of the total
authorized  number of  Directors,  the Chairman or by the  President  or, in the
event of his absence or disability, by any Vice President or by the Secretary or
Acting Secretary, at such place (within or without the State of Delaware),  date
and hour as may be specified in the  respective  notices or waivers of notice of
such  meetings.  Special  meetings of the Board of Directors may be called on 24
hours' notice,  if notice is given to each Director  personally or by telephone,
telegram, facsimile or other electronic means of transmission,  or on five days'
notice,  if notice is mailed  to each  Director,  addressed  to him at his usual
place  of  business.  Notice  of any  special  meeting  need not be given to any
Director who attends such meeting without  protesting the lack of notice to him,
prior to or at the commencement of such meeting,  or to any Director who submits
a signed  waiver of  notice,  whether  before  or after  such  meeting,  and any
business may be transacted thereat. [Sections 141(g), 229.]

     Section 2.6. Quorum; Voting. At all meetings of the Board of Directors, the
presence  of a  majority  of the  total  authorized  number of  Directors  shall
constitute  a quorum  for the  transaction  of  business.  Except  as  otherwise
required by law, the Restated  Certificate  of  Incorporation  or these  Amended
By-Laws, the vote of a majority of the Directors present at any meeting at which
a quorum  is  present  shall  be the act of the  Board  of  Directors.  [Section
141(b).]

     Section 2.7. Adjournment.  A majority of the Directors present,  whether or
not a quorum is present,  may adjourn any meeting of the Board of  Directors  to
another time or place.  No notice need be given of any adjourned  meeting unless
the time and place of the  adjourned  meeting are not  announced  at the time of
adjournment,  in which case notice conforming to the requirements of Section 2.5
shall be given to each Director.
<PAGE>

     Section 2.8. Action Without a Meeting.  Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors  consent  thereto in writing,  and such
writing or writings  are filed with the minutes of  proceedings  of the Board of
Directors. [Section 141(f).]

     Section  2.9.  Organization.  Meetings of the Board of  Directors  shall be
presided  over by the Chairman of the Board or, in his absence or if such office
is vacant,  by the  President,  or in their absence by a chairman  chosen at the
meeting.  The  Secretary  or  Acting  Secretary  shall act as  secretary  of the
meeting,  but in his absence the  chairman of the meeting may appoint any person
to act as secretary of the meeting.

     Section 2.10. Regulations;  Manner of Acting. To the extent consistent with
applicable  law, the Restated  Certificate  of  Incorporation  and these Amended
By-Laws,  the Board of Directors  may adopt such rules and  regulations  for the
conduct of  meetings of the Board of  Directors  and for the  management  of the
property,  affairs and business of the Corporation as the Board of Directors may
deem  appropriate.  The Directors shall act only as a Board,  and the individual
Directors shall have no power as such.

     Section 2.11. Action by Telephonic Communications.  Members of the Board of
Directors  may  participate  in a meeting of the Board of  Directors by means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall  constitute  presence in person at such
meeting. [Section 141(i).]

     Section  2.12.  Resignations.  Any  Director  may  resign  at any  time  by
delivering a written  notice of  resignation,  signed by such  Director,  to the
President  or the  Secretary or Acting  Secretary.  Unless  otherwise  specified
therein, such resignation shall take effect upon delivery. [Section 141(b).]

     Section  2.13.  Removal  of  Directors.  A Director  may be removed  for or
without  cause,  upon the  affirmative  vote of the holders of a majority of the
outstanding  shares  of stock of the  Corporation  then  entitled  to vote at an
election of Directors,  cast at a special meeting of stockholders called for the
purpose or at an annual meeting.  Notwithstanding  the foregoing,  the election,
term,  removal  and  filling of  vacancies  with  respect to  Directors  elected
separately  by the  holders  of one or more  series  of  Preferred  Stock of the
Corporation  shall not be governed by this  Ariticle  II, but rather shall be as
provided  for either in the  Restated  Certificate  of  Incorporation  or in the
Preferred  Stock  Certificate of  Designations  pursuant to which such series of
Preferred Stock was created and established. [Section 141(k).]

     Section 2.14. Vacancies and Newly Created  Directorships.  If any vacancies
shall occur in the Board of Directors, by reason of death, resignation,  removal
(and the stockholders  shall not have filled such vacancy as provided in Section
2.13 above) or  otherwise,  or if the  authorized  number of Directors  shall be
increased,  the  Directors  then in  office  shall  continue  to act,  and  such
vacancies or newly created directorships, as the case may be, may be filled by a
majority of Directors  then in office,  although less than a quorum.  A Director
elected by the  Directors  pursuant to this  Section 2.14 to fill a vacancy or a
newly  created  directorship  shall hold  office  until his  successor  has been
elected  and  qualified  or until his  earlier  death,  resignation  or removal.
[Section 223.]
<PAGE>

     Section 2.15.  Compensation.  The amount, if any, which each Director shall
be entitled to receive as  compensation  for his services as such shall be fixed
from time to time by resolution of the Board of Directors. [Section 141(h).]

     Section  2.16.  Reliance on Accounts  and  Reports,  etc. A Director,  or a
member of any  Committee  designated  by the Board of  Directors  shall,  in the
performance of his duties,  be fully protected in relying in good faith upon the
records of the Corporation and upon information, opinions, reports or statements
presented to the Corporation by any of the Corporation's  officers or employees,
or Committees designated by the Board of Directors, or by any other person as to
the  matters  the member  reasonably  believes  are within  such other  person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation. [Section 141(e).]


                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 3.1. How  Constituted.  The Board of Directors  may, by  resolution
adopted by a majority  of the whole  Board,  designate  one or more  Committees,
including an Executive Committee,  each such Committee to consist of such number
of  Directors as from time to time may be fixed by the Board of  Directors.  The
Board of Directors may designate one or more  Directors as alternate  members of
any such Committee, who may replace any absent or disqualified member or members
at any meeting of such Committee. Thereafter, members (and alternate members, if
any) of each such Committee may be designated at the annual meeting of the Board
of Directors.  Any such Committee may be abolished or re-designated from time to
time by the Board of Directors.  Each member (and each alternate  member) of any
such  Committee  (whether  designated  at an  annual  meeting  of the  Board  of
Directors  or to fill a  vacancy  or  otherwise)  shall  hold  office  until his
successor  shall have been  designated or until he shall cease to be a Director,
or until his earlier death, resignation or removal. [Section 141(c).]

     Section 3.2. Powers. During the intervals between the meetings of the Board
of Directors,  the  Executive  Committee,  except as otherwise  provided in this
section,  shall have and may exercise all the powers and  authority of the Board
of  Directors in the  management  of the  property,  affairs and business of the
Corporation,  including  the power to declare  dividends  and to  authorize  the
issuance of stock.  Each such other Committee,  except as otherwise  provided in
this section,  shall have and may exercise such powers of the Board of Directors
as may be provided  by  resolution  or  resolutions  of the Board of  Directors.
Neither the  Executive  Committee  nor any such other  Committee  shall have the
power or authority:
<PAGE>

                  (a) to amend the Restated Certificate of Incorporation (except
         that a Committee  may, to the extent  authorized  in the  resolution or
         resolutions  providing  for the issuance of shares of stock  adopted by
         the Board of  Directors  as provided in Section  151(a) of the Delaware
         General   Corporation   Law,  fix  the  designations  and  any  of  the
         preferences or rights of such shares relating to dividends, redemption,
         dissolution,  any  distribution  of  assets of the  Corporation  or the
         conversion  into,  or the  exchange of such  shares for,  shares of any
         other  class or  classes  or any other  series of the same or any other
         class or  classes  of stock of the  Corporation  or fix the  number  of
         shares of any series of stock or authorize  the increase or decrease of
         the shares of any series),

                  (b) to adopt an agreement of merger or consolidation,

                  (c) to  recommend  to the  stockholders  the  sale,  lease  or
         exchange of all or substantially all of the Corporation's  property and
         assets,

                  (d)to recommend to the stockholders a dissolution of the 
         Corporation or a revocation of a dissolution, or

                  (e) to amend  the  Amended  By-Laws  of the  Corporation.The
         Executive  Committee shall have, and any such other Committee may
         be granted by the Board of Directors, power to authorize the seal
         of the  Corporation  to be affixed to any or all papers which may
         require it. [Section 141(c).]

     Section  3.3.  Proceedings.  Each such  Committee  may fix its own rules of
procedure  and may meet at such place (within or without the State of Delaware),
at such time and upon such notice,  if any, as it shall  determine  from time to
time. Each such Committee shall keep minutes of its proceedings and shall report
such  proceedings  to the  Board of  Directors  at the  meeting  of the Board of
Directors next following any such proceedings.

     Section  3.4.  Quorum  and  Manner of  Acting.  Except as may be  otherwise
provided in the  resolution  creating  such  Committee,  at all  meetings of any
Committee the presence of members (or alternate members) constituting a majority
of the total  authorized  membership of such Committee shall constitute a quorum
for the transaction of business.  The act of the majority of the members present
at any meeting at which a quorum is present shall be the act of such  Committee.
Any  action  required  or  permitted  to be  taken  at any  meeting  of any such
Committee may be taken without a meeting, if all members of such Committee shall
consent to such  action in writing and such  writing or writings  are filed with
the  minutes  of the  proceedings  of the  Committee.  The  members  of any such
Committee  shall act only as a  Committee,  and the  individual  members of such
Committee shall have no power as such. [Section 141(c), (f).]
<PAGE>

     Section 3.5. Action by Telephonic Communications.  Members of any Committee
designated  by the Board of  Directors  may  participate  in a  meeting  of such
Committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting  pursuant to this  provision  shall  constitute
presence in person at such meeting. [Section 141(i).]

     Section  3.6.   Absent  or   Disqualified   Members.   In  the  absence  or
disqualification  of a member of any  Committee,  the member or members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member. [Section 141(c).]

     Section 3.7.  Resignations.  Any member (and any  alternate  member) of any
Committee may resign at any time by delivering a written notice of  resignation,
signed by such  member,  to the  Chairman  or the  President.  Unless  otherwise
specified therein, such resignation shall take effect upon delivery.

     Section  3.8.  Removal.  Any  member  (and  any  alternate  member)  of any
Committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors.

     Section 3.9. Vacancies. If any vacancy shall occur in any
Committee,  by  reason  of  disqualification,  death,  resignation,  removal  or
otherwise,  the remaining members (and any alternate  members) shall continue to
act, and any such vacancy may be filled by the Board of Directors.


                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. Number. The officers of the Corporation shall be chosen by the
Board of Directors  and shall be a  President,  one or more Vice  Presidents,  a
Secretary, a Controller, a General Auditor and a Treasurer, and it may, if it so
determines,  elect a Chairman of the Board of Directors  from among its members.
The Board of Directors  also may elect a Vice Chairman and one or more Acting or
Assistant  Secretaries,  Assistant  Controllers and Assistant Treasurers in such
numbers as the Board of Directors  may  determine.  Any number of offices may be
held by the same  person,  except  that  neither  the  Chairman  of the Board of
Directors nor the President shall also hold the office of Secretary. No officer,
other than the Chairman or Vice Chairman, need be a Director of the Corporation.
[Section 142(a), (b).]
<PAGE>

     Section  4.2.  Election.  Unless  otherwise  determined  by  the  Board  of
Directors,  the  officers  of the  Corporation  shall be elected by the Board of
Directors at the annual meeting of the Board of Directors,  and shall be elected
to hold  office  until  the  next  succeeding  annual  meeting  of the  Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers  may be  elected  at any  regular  or  special  meeting of the Board of
Directors.  Each officer  shall hold office until his successor has been elected
and  qualified,  or until his earlier death,  resignation  or removal.  [Section
142(b).]

     Section  4.3.  Salaries.  The  salaries of all  officers  and agents of the
Corporation  shall be fixed by the Board of Directors.  Section 4.4. Removal and
Resignation;  Vacancies.  Any officer may be removed for or without cause at any
time by the Board of Directors. Any officer may resign at any time by delivering
a  written  notice  of  resignation,  signed  by such  officer,  to the Board of
Directors  or the  President  or  the  Secretary  or  Acting  Secretary.  Unless
otherwise  specified therein,  such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation,  by death,  resignation,
removal  or  otherwise,  shall be  filled by the  Board of  Directors.  [Section
142(b), (e).]

     Section  4.5.  Authority  and  Duties  of  Officers.  The  officers  of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified  in these  Amended  By-Laws,  except that in any
event each officer shall  exercise such powers and perform such duties as may be
required by law. [Section 142(a).]

     Section 4.6. The President.  The President shall preside at all meetings of
the  stockholders  and  Directors  at which he is present in the  absence of the
Chairman or Vice Chairman,  shall be the chief  executive  officer and the chief
operating officer of the Corporation, shall have general control and supervision
of the policies and operations of the  Corporation and shall see that all orders
and  resolutions  of the Board of Directors  are carried  into effect.  He shall
manage and  administer  the  Corporation's  business  and affairs and shall also
perform all duties and exercise all powers usually pertaining to the office of a
chief executive officer and a chief operating officer of a corporation. He shall
have the  authority  to sign,  in the name  and on  behalf  of the  Corporation,
checks,  orders,  contracts,  leases,  notes,  drafts  and other  documents  and
instruments  in connection  with the business of the  Corporation,  and together
with the  Secretary or an Acting or  Assistant  Secretary,  conveyances  of real
estate and other  documents and instruments to which the seal of the Corporation
is affixed.  He shall have the authority to cause the  employment or appointment
of such  employees and agents of the  Corporation as the conduct of the business
of the  Corporation  may require,  to fix their  compensation,  and to remove or
suspend any employee or agent elected or appointed by the President or the Board
of Directors.  The President shall perform such other duties and have such other
powers  as the  Board  of  Directors  or the  Chairman  may  from  time  to time
prescribe.
<PAGE>

     Section 4.7. Vice Presidents. Each Vice President shall perform such duties
and  exercise  such  powers as may be  assigned  to him from time to time by the
President. In the absence of the President, the duties of the President shall be
performed  and his powers may be  exercised  by such Vice  President as shall be
designated by the President,  or failing such designation,  such duties shall be
performed  and such powers may be exercised by each Vice  President in the order
of their  earliest  election to that  office,  subject in any case to review and
superseding action by the President.

     Section 4.8. The Secretary.  The Secretary shall have the following  powers
and duties:

                  (a) He shall  keep or  cause  to be kept a  record  of all the
         proceedings  of the  meetings of the  stockholders  and of the Board of
         Directors in books provided for that purpose.

                  (b) He shall cause all notices to be duly given in  accordance
         with the provisions of these Amended By-Laws and as required by law.

                  (c) Whenever any  Committee  shall be appointed  pursuant to a
         resolution of the Board of  Directors,  he shall furnish a copy of such
         resolution to the members of such Committee.

                  (d) He shall be the  custodian  of the records and of the seal
         of the Corporation  and cause such seal (or a facsimile  thereof) to be
         affixed  to all  certificates  representing  shares of the  Corporation
         prior to the issuance  thereof and to all  instruments the execution of
         which on behalf of the Corporation  under its seal shall have been duly
         authorized  in  accordance  with  these  Amended  By-Laws,  and when so
         affixed he may attest the same.

                  (e) He shall  properly  maintain and file all books,  reports,
         statements,  certificates  and all other documents and records required
         by law, the Restated  Certificate  of  Incorporation  or these  Amended
         By-Laws.

                  (f) He shall have charge of the stock books and ledgers of the
         Corporation  and shall cause the stock and transfer books to be kept in
         such manner as to show at any time the number of shares of stock of the
         Corporation of each class issued and  outstanding,  the names (arranged
         alphabetically or chronologically)  and the addresses of the holders of
         record of such shares, the number of shares held by each holder and the
         date as of which each became such holder of record.

                  (g)  He  shall  sign  (unless  the  Treasurer,   an  Assistant
         Treasurer  or  Acting  or  Assistant   Secretary   shall  have  signed)
         certificates  representing  shares of the  Corporation  the issuance of
         which shall have been authorized by the Board of Directors.

                  (h) He shall perform,  in general,  all duties incident to the
         office of Secretary  and such other duties as may be specified in these
         Amended  By-Laws or as may be  assigned to him from time to time by the
         Board of Directors, or the President.
<PAGE>

     Section 4.9. The Treasurer.  The Treasurer shall have the following  powers
and duties:

                  (a)  He  shall  have  charge  and  supervision   over  and  be
         responsible for the moneys,  securities,  receipts and disbursements of
         the  Corporation,  and shall keep or cause to be kept full and accurate
         records of all receipts of the Corporation.

                  (b) He shall  cause the moneys and other  valuable  effects of
         the  Corporation  to be  deposited in the name and to the credit of the
         Corporation  in such banks or trust  companies  or with such bankers or
         other  depositaries as shall be selected in accordance with Section 8.5
         of these Amended By-Laws.

                  (c)  He  shall  cause  the  moneys  of the  Corporation  to be
         disbursed  by checks or drafts  (signed as  provided  in Section 8.6 of
         these  Amended  By-Laws)  upon  the  authorized   depositaries  of  the
         Corporation and cause to be taken and preserved proper vouchers for all
         moneys disbursed.

                  (d)  He  shall  render  to  the  Board  of  Directors  or  the
         President,  whenever requested,  a statement of the financial condition
         of the Corporation and of all his transactions as Treasurer, and render
         a full financial report at the annual meeting of the  stockholders,  if
         called upon to do so.

                  (e) He shall be  empowered  from time to time to require  from
         all officers or agents of the Corporation  reports or statements giving
         such information as he may desire with respect to any and all financial
         transactions of the Corporation.

                  (f)  He  may  sign  (unless  an  Assistant  Treasurer  or  the
         Secretary  or an Acting  or  Assistant  Secretary  shall  have  signed)
         certificates  representing  stock of the  Corporation  the  issuance of
         which shall have been authorized by the Board of Directors.

                  (g) He shall perform,  in general,  all duties incident to the
         office of treasurer  and such other duties as may be specified in these
         Amended  By-Laws or as may be  assigned to him from time to time by the
         Board of Directors, or the President.
<PAGE>

     Section 4.10. Additional Officers.  The Board of Directors may appoint such
other  officers and agents as it may deem  appropriate,  and such other officers
and agents and the  officers  specified  in  Section  4.1 hereof not  covered in
Sections  4.6  through  4.9 hereof  shall hold their  offices for such terms and
shall exercise such powers and perform such duties as generally pertain to their
respective  offices,  as well as such powers and duties as from time to time may
be authorized  or  prescribed by the Board of Directors.  The Board of Directors
from time to time may  delegate  to any  officer  or agent the power to  appoint
subordinate  officers or agents and to prescribe their respective rights,  terms
of office, authorities and duties. Any such officer or agent may remove any such
subordinate  officer or agent  appointed by him, for or without cause.  [Section
142(a), (b).]

     Section  4.11.  Security.  The Board of Directors  may require any officer,
agent or  employee  of the  Corporation  to provide  security  for the  faithful
performance  of his  duties,  in such  amount  and of such  character  as may be
determined from time to time by the Board of Directors. [Section 142(c).]


                                    ARTICLE V

                                  CAPITAL STOCK

     Section 5.1.  Certificates of Stock,  Uncertificated  Shares. The shares of
the Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution  or  resolutions  that some or all of any or
all  classes  or series of the stock of the  Corporation,  or rights  associated
therewith shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until each certificate is surrendered to the
Corporation.  Notwithstanding  the adoption of such a resolution by the Board of
Directors,  every holder of stock in the Corporation 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,
President or a Vice President,  and by the Treasurer or an Assistant  Treasurer,
or the Secretary or an Acting or Assistant Secretary, representing the number of
shares registered in certificate form. Such certificate shall be in such form as
the Board of Directors may determine,  to the extent  consistent with applicable
law,  the Restated  Certificate  of  Incorporation  and these  Amended  By-Laws.
[Section 158.]

     Section  5.2.  Signatures;   Facsimile.  All  of  such  signatures  on  the
certificate may be a facsimile,  engraved or printed, to the extent permitted by
law. 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 were  such
officer, transfer agent or registrar at the date of issue. [Section 158.]
<PAGE>

     Section 5.3. Lost, Stolen or Destroyed Certificates. The Board of Directors
may  direct  that a new  certificate  be  issued  in  place  of any  certificate
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon delivery to the Board of Directors of an affidavit of the owner
or owners of such  certificate,  setting  forth  such  allegation.  The Board of
Directors may require the owner of such lost,  stolen or destroyed  certificate,
or his  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
any such new certificate. [Section 167.]

     Section 5.4.  Transfer of Stock.  Upon surrender to the  Corporation or the
transfer agent of the Corporation of a certificate for shares,  duly endorsed or
accompanied  by appropriate  evidence of succession,  assignment or authority to
transfer,  the Corporation  shall issue a new certificate to the person entitled
thereto,  cancel the old certificate and record the transaction  upon its books.
Within a  reasonable  time  after the  transfer  of  uncertificated  stock,  the
Corporation  shall  send  to the  registered  owner  thereof  a  written  notice
containing the  information  required to be set forth or stated on  certificates
pursuant to Sections 151, 156,  202(a) or 218(a) of the General  Corporation Law
of the State of Delaware.  Subject to the provisions of the Restated Certificate
of Incorporation and these Amended By-Laws, the Board of Directors may prescribe
such additional rules and regulations as it may deem appropriate relating to the
issue, transfer and registration of shares of the Corporation. [Section 151(f).]

     Section 5.5. Record Date. In order to determine the  stockholders  entitled
to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment
thereof, or entitled 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 record
date shall not precede the date on which the  resolution  fixing the record date
is adopted by the Board of Directors, and which shall not be more than sixty nor
less  than  ten  days  before  the  date of such  meeting.  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 date for the adjourned meeting.
<PAGE>

     In order that the  Corporation  may  determine  the  stockholders  entitled
pursuant  to these  Amended  By-Laws to consent to  corporate  action in writing
without a meeting,  the Board of Directors  may fix a record date,  which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors,  and which date shall not be more than ten
days after the date upon which the resolution  fixing the record date is adopted
by the  Board of  Directors.  If no record  date has been  fixed by the Board of
Directors,  the record date for determining  stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of  Directors  is  required  by law,  shall be the first  date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in the State
of Delaware,  its  principal  place of  business,  or an officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
stockholders are recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail,  return receipt  requested.
If no record date has been fixed by the Board of  Directors  and prior action by
the Board of  Directors  is  required by law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution taking such prior action.

     In order that the  Corporation may determine the  stockholders  entitled to
receive payment of any dividend or other distribution or allotment of any rights
of the  stockholders  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 a record  date,  which  record  date  shall not
precede  the date upon which the  resolution  fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed,  the record date for determining  stockholders  for any
such purpose  shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. [Section 213.]

     Section  5.6.  Registered  Stockholders.   Prior  to  due  surrender  of  a
certificate  for  registration  of  transfer,  the  Corporation  may  treat  the
registered  owner as the person  exclusively  entitled to receive  dividends and
other  distributions,  to vote, to receive  notice and otherwise to exercise all
the  rights  and  powers  of  the  owner  of  the  shares  represented  by  such
certificate,  and the Corporation  shall not be bound to recognize any equitable
or legal claim to or  interest  in such shares on the part of any other  person,
whether or not the  Corporation  shall have  notice of such claim or  interests.
Whenever any transfer of shares shall be made for collateral  security,  and not
absolutely,  it shall be so  expressed in the entry of the transfer if, when the
certificates  are presented to the  Corporation  for transfer or  uncertificated
shares are  requested to be  transferred,  both the  transferor  and  transferee
request the Corporation to do so. [Section 159.]

     Section 5.7.  Transfer  Agent and  Registrar.  The Board of  Directors  may
appoint one or more transfer agents and one or more registrars,  and may require
all certificates  representing shares to bear the signature of any such transfer
agents or registrars.
<PAGE>


                                   ARTICLE VI

                                 INDEMNIFICATION

                  Section  6.1.  Nature  of  Indemnity.  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, by reason of the fact that he
is or was or has agreed to become a Director or officer of the  Corporation,  or
is or was serving or has agreed to serve at the request of the  Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other  enterprise,  or by reason of any  action  alleged  to have been  taken or
omitted in such capacity,  and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has  agreed to become an  employee  or agent of
the  Corporation,  or is or was serving or has agreed to serve at the request of
the  Corporation  as an 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 or on his  behalf  in  connection  with  such  action,  suit or
proceeding and any appeal  therefrom,  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; except that in the case of
an action or suit by or in the right of the Corporation to procure a judgment in
its favor (1) such  indemnification  shall be  limited  to  expenses  (including
attorneys' fees) actually and reasonably  incurred by such person in the defense
or settlement of such action or suit, and (2) 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 to the Corporation  unless and only to the extent that the
Delaware 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 Delaware Court of
Chancery or such other court shall deem proper.

                  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.
<PAGE>

                  Section  6.2.   Successful  Defense.  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 6.1 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 6.3. Determination That Indemnification is Proper. Any
indemnification  of a Director or officer of the  Corporation  under Section 6.1
hereof  (unless  ordered by a court) shall be made by the  Corporation  unless a
determination  is made that  indemnification  of the  Director or officer is not
proper in the  circumstances  because he has not met the applicable  standard of
conduct set forth in Section 6.1 hereof.  Any  indemnification of an employee or
agent of the  Corporation  under Section 6.1 hereof (unless  ordered by a court)
may be made by the Corporation upon a determination that  indemnification of the
employee  or  agent  is  proper  in the  circumstances  because  he has  met the
applicable  standard  of  conduct  set forth in  Section  6.1  hereof.  Any such
determination  shall be made (1) by a majority vote of the Directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(2) if  there  are no  such  Directors,  or if  such  Directors  so  direct,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

                  Section 6.4. Advance Payment of Expenses.  Expenses (including
attorneys'  fees)  incurred  by a Director  or officer in  defending  any civil,
criminal,  administrative or investigative  action,  suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding  upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be  indemnified  by the  Corporation  as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems  appropriate.  The Board of  Directors  may  authorize  the  Corporation's
counsel to represent  such Director,  officer,  employee or agent in any action,
suit or  proceeding,  whether or not the  Corporation is a party to such action,
suit or proceeding.

                  Section 6.5.  Procedure for  Indemnification  of Directors and
Officers.  Any indemnification of a Director or officer of the Corporation under
Sections 6.1 and 6.2, or advance of costs, charges and expenses to a Director or
officer under Section 6.4 of this Article,  shall be made  promptly,  and in any
event within 30 days, upon the written request of the Director or officer.  If a
determination  by the  Corporation  that the  Director or officer is entitled to
indemnification  pursuant to this Article is required, and the Corporation fails
to respond within sixty days to a written request for indemnity, the Corporation
shall be deemed to have  approved  such  request.  If the  Corporation  denies a
written  request for indemnity or advancement of expenses,  in whole or in part,
or if payment in full  pursuant to such request is not made within 30 days,  the
right to  indemnification  or  advances  as  granted  by this  Article  shall be
enforceable  by the Director or officer in any court of competent  jurisdiction.
Such  person's  costs and  expenses  incurred in  connection  with  successfully
establishing  his  right to  indemnification,  in whole or in part,  in any such
action shall also be  indemnified by the  Corporation.  It shall be a defense to
any such action (other than an action brought to enforce a claim for the advance
of costs,  charges and  expenses  under  Section 6.4 of this  Article  where the
required  undertaking,  if any, has been received by the  Corporation)  that the
claimant  has not met the  standard  of conduct set forth in Section 6.1 of this
Article,  but the burden of proving  such defense  shall be on the  Corporation.
Neither the failure of the  Corporation  (including its Board of Directors,  its
independent  legal counsel,  and its  stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct  set forth in Section 6.1 of this  Article,  nor the fact that there has
been  an  actual  determination  by the  Corporation  (including  its  Board  of
Directors,  its  independent  legal  counsel,  and its  stockholders)  that  the
claimant has not met such applicable standard of conduct,  shall be a defense to
the action or create a presumption  that the claimant has not met the applicable
standard of conduct.
<PAGE>

                  Section  6.6.  Survival;  Preservation  of Other  Rights.  The
foregoing  indemnification  provisions  shall be deemed to be a contract between
the Corporation and each Director, officer, employee and agent who serves in any
such  capacity  at any  time  while  these  provisions  as well as the  relevant
provisions  of the  General  Corporation  Law of the  State of  Delaware  are in
effect. Any repeal or modification of these indemnification provisions shall not
affect any right or obligation  then existing with respect to any state of facts
then or  previously  existing or any action,  suit or  proceeding  previously or
thereafter  brought or threatened  based in whole or in part upon any such state
of facts. Such a "contract right" may not be modified  retroactively without the
consent of such Director, officer, employee or agent.

                  The  indemnification  provided by this Article VI 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 6.7.  Insurance.  The  Corporation  shall purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a Director or officer of the Corporation, or is or was serving at the request of
the  Corporation as a director or officer of another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify  him against such  liability  under the  provisions  of this  Article,
provided  that  such   insurance  is  available  on  acceptable   terms,   which
determination  shall  be made by a vote of a  majority  of the  entire  Board of
Directors.

                  Section 6.8.  Severability.  If this Article VI or any portion
hereof  shall  be   invalidated   on  any  ground  by  any  court  of  competent
jurisdiction, then the Corporation shall nevertheless indemnify each Director or
officer and may indemnify each employee or agent of the Corporation as to costs,
charges and expenses (including attorneys' fees),  judgments,  fines and amounts
paid in  settlement  with  respect to any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative,  including an action by or in
the right of the Corporation,  to the fullest extent permitted by any applicable
portion of this Article that shall not have been  invalidated and to the fullest
extent permitted by applicable law.
<PAGE>


                                   ARTICLE VII

                                     OFFICES

                  Section 7.1.  Registered  Office. The registered office of the
Corporation  in the State of  Delaware  shall be  located at  Corporation  Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

                  Section  7.2.  Other  Offices.  The  Corporation  may maintain
offices or places of  business  at such other  locations  within or without  the
State of Delaware as the Board of Directors  may from time to time  determine or
as the business of the Corporation may require.



                                  ARTICLE VIII

                               GENERAL PROVISIONS

                  Section 8.1. Dividends.  Subject to any applicable  provisions
of law and the Restated Certificate of Incorporation,  dividends upon the shares
of the  Corporation  may be declared by the Board of Directors at any regular or
special  meeting of the Board of Directors  and any such dividend may be paid in
cash, property,  shares of the Corporation's  capital stock or rights to acquire
the same.

                  A  member  of the  Board  of  Directors,  or a  member  of any
Committee  designated  by the Board of  Directors  shall be fully  protected  in
relying  in good  faith  upon the  records  of the  Corporation  and  upon  such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or Committees of the Board of Directors, or by any
other  person as to matters the  Director  reasonably  believes  are within such
other person's  professional or expert competence and who has been selected with
reasonable care by or on behalf of the  Corporation,  as to the value and amount
of the assets,  liabilities and/or net profits of the Corporation,  or any other
facts pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid. [Sections 172, 173.]

                  Section 8.2. Reserves. There may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its absolute  discretion,  thinks  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any  property of the  Corporation  or for such other
purpose as the Board of Directors  shall think  conducive to the interest of the
Corporation, and the Board of Directors may similarly modify or abolish any such
reserve.
<PAGE>

                  Section 8.3. Execution of Instruments. The President, any Vice
President, the Secretary or Acting Secretary or the Treasurer may enter into any
contract or execute and deliver any  instrument in the name and on behalf of the
Corporation.  The Board of Directors or the  President  may  authorize any other
officer  or  agent to enter  into  any  contract  or  execute  and  deliver  any
instrument in the name and on behalf of the Corporation.  Any such authorization
may be general or limited to specific contracts or instruments.

                  Section  8.4.  Corporate   Indebtedness.   No  loan  shall  be
contracted on behalf of the Corporation,  and no evidence of indebtedness  shall
be issued in its  name,  unless  authorized  by the  Board of  Directors  or the
President or any Vice President.  Such  authorization may be general or confined
to specific  instances.  Loans so authorized may be effected at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual. All bonds, debentures, notes and other obligations or
evidences  of  indebtedness  of the  Corporation  issued for such loans shall be
made,  executed and  delivered as the Board of Directors or the President or any
Vice President shall authorize.  When so authorized by the Board of Directors or
the  President  or any  Vice  President,  any  part  of or all  the  properties,
including  contract  rights,  assets,  business or good will of the Corporation,
whether  then  owned  or  thereafter  acquired,   may  be  mortgaged,   pledged,
hypothecated  or conveyed  or  assigned in trust as security  for the payment of
such bonds, debentures, notes and other obligations or evidences of indebtedness
of the Corporation,  and of the interest  thereon,  by instruments  executed and
delivered in the name of the Corporation.

                  Section 8.5.  Deposits.  Any funds of the  Corporation  may be
deposited from time to time in such banks, trust companies or other depositaries
as may be  determined  by the Board of  Directors or the  President,  or by such
officers  or  agents  as may be  authorized  by the  Board of  Directors  or the
President or any Vice President to make such determination.

                  Section 8.6. Checks. All checks or demands for money and notes
of the Corporation  shall be signed by such officer or officers or such agent or
agents of the Corporation,  and in such manner, as the Board of Directors or the
President or any Vice President from time to time may determine.
<PAGE>

                  Section 8.7. Sale, Transfer, etc. of Securities. To the extent
authorized by the Board of Directors or by the  President,  any Vice  President,
the  Secretary  or Acting  Secretary  or the  Treasurer  or any  other  officers
designated  by the Board of  Directors  or the  President  may  sell,  transfer,
endorse,  and assign any shares of stock,  bonds or other securities owned by or
held in the name of the  Corporation,  and may make,  execute and deliver in the
name of the  Corporation,  under its corporate seal, any instruments that may be
appropriate to effect any such sale, transfer, endorsement or assignment.

                  Section  8.8.   Voting  as   Stockholder.   Unless   otherwise
determined by  resolution  of the Board of Directors,  the President or any Vice
President  or the  Secretary  or Acting  Secretary  shall  have  full  power and
authority on behalf of the  Corporation to attend any meeting of stockholders of
any corporation in which the  Corporation  may hold stock,  and to act, vote (or
execute  proxies to vote) and  exercise in person or by proxy all other  rights,
powers and  privileges  incident to the  ownership of such stock.  Such officers
acting on behalf of the  Corporation  shall  have full  power and  authority  to
execute any instrument  expressing  consent to or dissent from any action of any
such  corporation  without a meeting.  The Board of Directors  may by resolution
from time to time  confer  such  power and  authority  upon any other  person or
persons.

                  Section 8.9.  Fiscal Year.  The fiscal year of the Corporation
shall commence on the first day of January of each year and shall terminate in
each case on December 31.

                  Section  8.10.  Seal.  The  seal of the  Corporation  shall be
circular in form and shall contain the name of the Corporation,  the year of its
incorporation  and the words "Corporate  Seal" and "Delaware".  The form of such
seal shall be subject to alteration  by the Board of Directors.  The seal may be
used  by  causing  it  or a  facsimile  thereof  to  be  impressed,  affixed  or
reproduced, or may be used in any other lawful manner.

                  Section  8.11.  Books and Records;  Inspection.  Except to the
extent otherwise required by law, the books and records of the Corporation shall
be kept at such place or places  within or without  the State of Delaware as may
be determined from time to time by the Board of Directors.
<PAGE>


                                   ARTICLE IX

                          AMENDMENT OF AMENDED BY-LAWS

                  Section 9.1.  Amendment.  These Amended By-Laws may be 
         amended, altered or repealed

                  (a) by  resolution  adopted  by a  majority  of the  Board  of
         Directors  at any  special or  regular  meeting of the Board if, in the
         case of such special meeting only, notice of such amendment, alteration
         or  repeal  is  contained  in the  notice  or  waiver of notice of such
         meeting; or

                  (b) at any regular or special meeting of the stockholders upon
         the affirmative  vote of a majority of the combined voting power of the
         then outstanding stock of the Corporation entitled to vote generally in
         the  election of  Directors,  provided,  however,  that any  amendment,
         alteration or repeal of Article I, sections 1.2, 1.10 or 1.13,  Article
         VI or this section 9.1 as it pertains to Directors and officers,  shall
         require  the  affirmative  vote of not less  than  65% of the  combined
         voting power of the then outstanding stock of the Corporation  entitled
         to vote  generally  in the election of  Directors.  In the case of such
         special meeting only,  notice of such  amendment,  alteration or repeal
         must be  contained  in the notice or waiver of notice of such  meeting.
         [Section 109(a).]


                                    ARTICLE X

                                  CONSTRUCTION

                  Section  10.1.  Construction.  In the  event  of any  conflict
between the  provisions of these Amended  By-Laws as in effect from time to time
and  the  provisions  of  the  Restated  Certificate  of  Incorporation  of  the
Corporation  as in effect from time to time,  the  provisions  of such  Restated
Certificate of Incorporation shall be controlling.