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                                                                     EXHIBIT 4.2

                             (JP MORGAN CHASE LOGO)
                                     BY-LAWS

                                       OF

                             J.P. MORGAN CHASE & CO.


             As amended by the Board of Directors on March 16, 2004


                             Office of the Secretary
                           270 Park Avenue, 35th floor
                            New York, New York 10017
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                                    CONTENTS

                                     SUBJECT

        ARTICLE

             I    MEETINGS OF STOCKHOLDERS

                   Section 1.01   Annual Meeting
                   Section 1.02   Special Meetings
                   Section 1.03   Notice of Meetings
                   Section 1.04   Quorum
                   Section 1.05   Organization
                   Section 1.06   Voting
                   Section 1.07   List of Stockholders
                   Section 1.08   Inspectors of Election
                   Section 1.09   Notice of Stockholder Business and Director
                                  Nominations.

            II    BOARD OF DIRECTORS

                   Section 2.01   Number
                   Section 2.02   Vacancies
                   Section 2.03   Annual Meeting
                   Section 2.04   Regular Meetings
                   Section 2.05   Special Meetings
                   Section 2.06   Quorum
                   Section 2.07   Rules and Regulations
                   Section 2.08   Compensation

           III    COMMITTEES

                   Section 3.01   Executive Committee
                   Section 3.02   Audit Committee
                   Section 3.03   Other Committees

            IV    OFFICERS AND AGENTS

                   Section 4.01   Officers
                   Section 4.02   Clerks and Agents
                   Section 4.03   Term of Office
                   Section 4.04   Chairman of the Board
                   Section 4.05   Chief Executive Officer
                   Section 4.06   President
                   Section 4.07   Vice Chairman of the Board
                   Section 4.08   Chief Financial Officer
                   Section 4.09   Controller Section 4.10 Secretary
                   Section 4.11   Assistant Corporate Secretary
                   Section 4.12   General Auditor
                   Section 4.13   Powers and Duties of Other Officers
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             V    PROXIES RE STOCK OR OTHER SECURITIES OF OTHER CORPORATIONS

            VI    SHARES AND THEIR TRANSFER

                   Section 6.01   Certificates for Stock
                   Section 6.02   Transfers of Stock
                   Section 6.03   Regulations
                   Section 6.04   Lost, Stolen, Destroyed and Mutilated
                                  Certificates
                   Section 6.05   Fixing Date for Determination of Stockholders
                                  of Record

           VII    CORPORATE SEAL

          VIII    FISCAL YEAR

            IX    INDEMNIFICATION

                   Section 9.01   Right to Indemnification
                   Section 9.02   Contracts and Funding
                   Section 9.03   Employee Benefit Plans
                   Section 9.04   Indemnification Not Exclusive Right
                   Section 9.05   Advancement of Expenses; Procedures

             X    BY-LAWS

                   Section 10.01  Inspection
                   Section 10.02  Amendments
                   Section 10.03  Construction
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                                     BY-LAWS

                                       OF

                             J.P. MORGAN CHASE & CO.

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         SECTION 1.01. Annual Meeting. The annual meeting of the stockholders of
J.P. Morgan Chase & Co. (the "Corporation") shall be held on the third Tuesday
in May in each year (or, if that day shall be a legal holiday then on the next
preceding business day) or at such other date and at such time and place within
or without the State of Delaware, as may be specified in the notice thereof, as
shall be fixed by the Board of Directors (the "Board"), for the purpose of
electing directors and for the transaction of such other business as may
properly be brought before such meeting. If any annual meeting shall not be held
on the day designated or the directors shall not have been elected thereat or at
any adjournment thereof, thereafter the Board shall cause a special meeting of
the stockholders to be held as soon as practicable for the election of
directors. At such special meeting the stockholders may elect directors and
transact other business with the same force and effect as at an annual meeting
of the stockholders duly called and held.

         SECTION 1.02. Special Meetings. A special meeting of the stockholders
may be called at any time by the Board, the Chairman of the Board (herein called
the Chairman), the Chief Executive Officer, the President or a Vice Chairman of
the Board or otherwise as provided by the General Corporation Law of the State
of Delaware (herein called Delaware General Corporation Law). Such meetings
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the Board or in the respective notices or
waivers of notice thereof.

         SECTION 1.03. Notice of Meetings. Except as may otherwise expressly be
required by law, notice of the place, date and hour of holding each annual and
special meeting of the stockholders and the purpose or purposes thereof shall be
delivered personally or mailed in a postage prepaid envelope, not less than ten
(10) nor more than sixty (60) days before the date of such meeting, to each
person who appears on the stock books and records of the Corporation as a
stockholder entitled to vote at such meeting, and, if mailed, it shall be
directed to such stockholder at his address as it appears on such records unless
he shall have filed with the Secretary of the Corporation a written request that
notice intended for him be mailed to some other address, in which case it shall
be mailed to the address designated in such request. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such meeting, object to the transaction of any business because the meeting has
not been lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy. Unless the
Board shall fix a new record date for an adjourned meeting, notice of such
adjourned meeting need not be given if the time and place to which the meeting
shall be adjourned were announced at the meeting at which the adjournment was
taken, provided that the adjournment is not for more than thirty (30) days.


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         SECTION 1.04. Quorum. At each meeting of the stockholders, stockholders
holding of record shares of common stock constituting a majority of the voting
power of stock of the Corporation having general voting power (shares having
such general voting power being hereinafter sometimes referred to as a "voting
interest of the stockholders") shall be present in person or by proxy to
constitute a quorum for the transaction of business. In the absence of a quorum
at any such meeting or any adjournment or adjournments thereof, a majority in
voting interest of the stockholders present in person or by proxy and entitled
to vote thereat, or in the absence therefrom of all the stockholders, any
officer entitled to preside at, or to act as secretary of, such meeting may
adjourn such meeting from time to time. At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might have been
transacted at the meeting as originally called. The absence from any meeting of
stockholders holding the number of shares of stock of the Corporation required
by the laws of the State of Delaware or by the Certificate of Incorporation of
the Corporation or by these By-laws for action upon any given matter shall not
prevent action at such meeting upon any other matter or matters which may
properly come before the meeting, if there shall be present thereat in person or
by proxy stockholders holding the number of shares of stock of the Corporation
required in respect of such other matter or matters.

         SECTION 1.05. Organization. At each meeting of the stockholders, the
Chairman, or, if he shall be absent therefrom, the Chief Executive Officer, the
President, or a Vice Chairman of the Board, or, if they also shall be absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by a majority in voting interest of the stockholders present in person or by
proxy and entitled to vote thereat, or, if all the officers of the Corporation
shall be absent therefrom, a stockholder holding of record shares of stock of
the Corporation so chosen, shall act as chairman of the meeting and preside
thereat; and the Secretary, or, if he shall be absent from such meeting or shall
be required pursuant to the provisions of this Section to act as chairman of
such meeting, the person (who shall be an Assistant Corporate Secretary, if an
Assistant Corporate Secretary shall be present thereat) whom the chairman of
such meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.

         SECTION 1.06. Voting. Except as otherwise provided in the Certificate
of Incorporation, each stockholder shall, at each meeting of the stockholders,
be entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the stock books and
records of the Corporation:

         (a)      on the date fixed pursuant to the provisions of Article VI of
                  these By-laws as the record date for the determination of
                  stockholders who shall be entitled to notice of and to vote at
                  such meeting, or

         (b)      if no such record date shall have been so fixed, then at the
                  close of business on the day next preceding the day on which
                  notice of the meeting shall be given.

Persons holding in a fiduciary capacity stock of the Corporation shall be
entitled to vote such stock so held, and persons whose stock is pledged shall be
entitled to vote such stock, unless in the transfer by the pledgor on the books
of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. If shares of stock of the Corporation shall stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons shall have the same fiduciary



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relationship respecting the same shares of stock of the Corporation, unless the
Secretary shall have been given written notice to the contrary and have been
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:

         (a)      if only one shall vote, his act shall bind all;

         (b)      if more than one shall vote, the act of the majority so voting
                  shall bind all; and

         (c)      if more than one shall vote, but the vote shall be evenly
                  split on any particular matter, then, except as otherwise
                  required by the Delaware General Corporation Law, each faction
                  may vote the shares in question proportionally.

If the instrument so filed shall show that any such tenancy is held in unequal
interests, the majority or even-split for the purpose of the next foregoing
sentence shall be a majority or even-split in interest. Any vote on stock of the
Corporation may be given at any meeting of the stockholders by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in writing
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the Secretary of the Corporation or to the secretary of the
meeting, or by the transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be
the holder of the proxy to receive such transmission, provided that any such
telegram, cablegram, or other means of 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 such writing or transmission 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 any such
reproduction is a complete reproduction of the entire original writing or
transmission. No proxy shall be voted or acted upon after three (3) years from
its date, unless said proxy shall provide for a longer period. At all meetings
of the stockholders all matters, except those otherwise specified in these
By-laws, and except also those the manner of deciding upon which is otherwise
expressly regulated by law or by the Certificate of Incorporation of the
Corporation, shall be decided by the vote of a majority in voting interest of
the stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Except in the case of votes for the election of directors,
unless demanded by a stockholder of the Corporation present in person or by
proxy at any meeting of the stockholders and entitled to vote thereat or so
directed by the chairman of the meeting, the vote thereat need not be by ballot.
Upon a demand of any such stockholder for a vote by ballot on any question or at
the direction of such chairman that a vote by ballot be taken on any question,
such vote shall be taken. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

         SECTION 1.07. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
books and records, either directly or through another officer of the Corporation
designated by him or through a transfer agent appointed by the Board, to prepare
and make, at least ten (10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior



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to said meeting, either at a place within the city where said meeting is to be
held, which place shall be specified in the notice of said meeting, or, if not
so specified, at the place where said meeting is to be held. The list shall also
be produced and kept at the time and place of said meeting during the whole time
thereof, and may be inspected by any stockholder who shall be present thereat.
Upon the willful neglect or refusal of the directors to produce such list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting. The stock books and records shall be the only
evidence as to who are the stockholders entitled to examine the stock books and
records of the Corporation, or such list, or to vote in person or by proxy at
any meeting of stockholders.

         SECTION 1.08. Inspectors of Election. At each meeting of the
stockholders, the chairman of such meeting may appoint two or more Inspectors of
Election to act thereat. Each Inspector of Election so appointed shall first
subscribe an oath or affirmation faithfully to execute the duties of an
Inspector of Election at such meeting with strict impartiality and according to
the best of his ability. Such Inspectors of Election, if any, shall take charge
of the ballots at such meeting and after the balloting thereat on any question
shall count the ballots cast thereon and shall make a report in writing to the
secretary of such meeting of the results thereof. An Inspector of Election need
not be a stockholder of the Corporation.

         SECTION 1.09. Notice of Stockholder Business and Director Nominations.

(a)      Business and Director Nominations to be Considered at Annual Meeting of
         Stockholders.

         (1)      Nominations of persons for election to the Board and the
                  proposal of business to be considered by the stockholders may
                  be made at an annual meeting of stockholders (i) pursuant to
                  the Corporation's notice of meeting, (ii) by or at the
                  direction of the Board, or (iii) by any stockholder of the
                  Corporation who was a stockholder of record at the time of
                  giving of notice provided for in this By-law who is entitled
                  to vote at the meeting and complies with the notice procedures
                  set forth in this By-law.

         (2)      For nominations or other business to be properly brought
                  before an annual meeting by a stockholder pursuant to clause
                  (iii) of paragraph (a)(1) of this By-law Section 1.09, (i) the
                  stockholder must have given timely notice thereof in writing
                  to the Secretary of the Corporation and (ii) such other
                  business must otherwise be a proper matter for stockholder
                  action. To be timely, a stockholder's notice shall be
                  delivered to the Secretary at the principal offices of the
                  Corporation not later than the close of business on the 90th
                  day nor earlier than the 120th day prior to the first
                  anniversary of the preceding year's annual meeting; provided,
                  however, that in the event that the date of the annual meeting
                  is more than thirty (30) days before or more than sixty (60)
                  days after such anniversary date, notice by the stockholder to
                  be timely must be so delivered not earlier than the 120th day
                  prior to such annual meeting and not later than the close of
                  business on the later of the 90th day prior to such annual
                  meeting or the 10th day following the day on which public
                  announcement of the date of such meeting is first made by the
                  Corporation. In no event shall the public announcement of an
                  adjournment of an annual meeting commence a new time period
                  for the giving of a stockholder's notice as described above.
                  Such stockholder's notice shall set forth (i) as to each
                  person whom the stockholder proposes to nominate for election
                  or re-election as a director all information relating to such
                  person that is required to be disclosed in solicitations of
                  proxies for election of directors in an election contest, or


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                  is otherwise required, in each case pursuant to Regulation 14A
                  under the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") and Rule 14a-11 thereunder (including such
                  person's written consent to being named in the proxy statement
                  as a nominee and to serving as a director if elected); (ii) as
                  to any other business that the stockholder proposes to bring
                  before the meeting, a brief description of the business
                  desired to be brought before the meeting, the reasons for
                  conducting such business at the meeting and any material
                  interest in such business of such stockholder and the
                  beneficial owner, if any, on whose behalf the proposal is
                  made; and (iii) as to the stockholder giving the notice and
                  the beneficial owner, if any, on whose behalf the nomination
                  or proposal is made (A) the name and address of such
                  stockholder, as they appear on the Corporation's books, and of
                  such beneficial owner, (B) the class and number of shares of
                  the Corporation which are owned beneficially and of record by
                  such stockholder and any such beneficial owner, and (C)
                  whether the proponent intends or is part of a group which
                  intends to solicit proxies from other stockholders in support
                  of such proposal or nomination.

         (3)      Notwithstanding anything in the second sentence of paragraph
                  (a)(2) of this By-law to the contrary, in the event that the
                  number of directors to be elected to the Board of Directors of
                  the Corporation is increased and there is no public
                  announcement by the Corporation naming all of the nominees for
                  director or specifying the size of the increased Board of
                  Directors at least ninety (90) days prior to the first
                  anniversary of the preceding year's annual meeting, a
                  stockholder's notice required by this By-law shall also be
                  considered timely, but only with respect to nominees for any
                  new positions created by such increase, if it shall be
                  delivered to the Secretary at the principal offices of the
                  Corporation not later than the close of business on the 10th
                  day following the day on which such public announcement is
                  first made by the Corporation.

(b)      Business and Director Nominations to be Considered at Special Meetings
         of Stockholders.

         (1)      Only such business shall be conducted at a special meeting of
                  stockholders as shall have been brought before the meeting
                  pursuant to the Corporation's notice of meeting.

         (2)      Nominations of persons for election to the Board may be made
                  at a special meeting of stockholders at which directors are to
                  be elected pursuant to the Corporation's notice of meeting (i)
                  by or at the direction of the Board; or (ii) provided that the
                  Board has determined that directors shall be elected at such
                  meeting, by any stockholder of the Corporation who (A) is a
                  stockholder of record at the time of giving of notice provided
                  for in this By-law, (B) shall be entitled to vote at the
                  meeting, and (C) complies with the notice procedures set forth
                  in this By-law. In the event the Corporation calls a special
                  meeting of stockholders for the purpose of electing one or
                  more persons to the Board, any such stockholder may nominate a
                  person or persons (as the case may be) for election to such
                  position(s) as specified in the Corporation's notice of
                  meeting, if the stockholder's notice required by paragraph
                  (a)(2) of this By-law shall be delivered to the Secretary at
                  the principal offices of the Corporation not earlier than the
                  90th day prior to such special meeting, and not later than the
                  close of business on the later of the 60th day and prior to
                  such special meeting or the 10th day following the day on
                  which public announcement is first made of the date of the


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                  special meeting and the nominees proposed by the Board for
                  election at such meeting. In no event shall the public
                  announcement of an adjournment of a special meeting commence a
                  new time period for the giving of a stockholder's notice as
                  described above.

(c)      General.

         (1)      Only such persons who are nominated in accordance with the
                  procedures set forth in this By-law (or who are elected or
                  appointed to the Board pursuant to Article II, Section 2.02 of
                  these By-laws) shall be eligible to serve as directors of the
                  Corporation and only such business shall be conducted at a
                  meeting of stockholders as shall have been brought before the
                  meeting in accordance with the procedures set forth in this
                  By-law.

         (2)      Except as otherwise provided by law, the Restated Certificate
                  of Incorporation or these By-laws, the chairman of the meeting
                  shall have the power and duty to determine whether a
                  nomination or any business proposed to be brought before the
                  meeting was made or proposed, as the case may be, in
                  accordance with the procedures set forth in this By-law and if
                  any nomination or business is not in compliance with this
                  By-law to declare that such defective proposal or nomination
                  shall be disregarded.

         (3)      For purposes of this By-law, "public announcement" shall mean
                  disclosure in a press release reported by the Dow Jones News
                  Service, Associated Press or comparable national news service
                  or in a document publicly filed by the Corporation with the
                  Securities and Exchange Commission pursuant to Section 13, 14
                  or 15(d) of the Exchange Act.

         (4)      Notwithstanding the foregoing provisions of this By-law, a
                  stockholder shall also comply with all applicable requirements
                  of the Exchange Act and the rules and regulations thereunder
                  with respect to the matters set forth in this By-law. Nothing
                  in this By-law shall be deemed to affect any rights (i) of
                  stockholders to request inclusion of proposals in the
                  Corporation's proxy statement pursuant to Rule 14a-8 under the
                  Exchange Act or (ii) of the holders of any series of preferred
                  stock to elect directors under specified circumstances.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 2.01. Number. The business and affairs of the Corporation shall
be managed by or under the direction of a Board of Directors, of such number as
may be fixed from time to time by resolution adopted by the Board or by the
stockholders, selected, organized and continued in accordance with the
provisions of the laws of the State of Delaware. Each director hereafter elected
shall hold office until the annual meeting of stockholders and until his
successor is elected and has qualified, or until his death or until he shall
resign or shall have been removed.

         SECTION 2.02. Vacancies. In case of any increase in the number of
directors, the additional director or directors, and in case of any vacancy in
the Board due to death, resignation,


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removal, disqualification or any other cause, the successors to fill the
vacancies shall be elected by a majority of the directors then in office, for a
term expiring at the next annual meeting of stockholders.

         SECTION 2.03. Annual Meeting. An annual meeting of the directors shall
be held each year, without notice, immediately following the annual meeting of
stockholders. The time and place of such meeting shall be designated by the
Board. At such meeting, the directors shall, after qualifying, elect from their
own number a Chairman of the Board, a Chief Executive Officer, a President and
one or more Vice Chairmen of the Board, and shall elect or appoint such other
officers authorized by these By-laws as they may deem desirable, and appoint the
Committees specified in Article III hereof. The directors may also elect to
serve at the pleasure of the Board, one or more Honorary Directors, not members
of the Board. Honorary Directors of the Board shall be paid such compensation or
such fees for attendance at meetings of the Board, and meetings of other
committees of the Board, as the Board shall determine from time to time.

         SECTION 2.04. Regular Meetings. The Board shall hold a regular meeting
without notice at the principal office of the Corporation on the third Tuesday
in each month, with such exceptions as shall be determined by the Board, at such
time as shall be determined by the Board, unless another time or place, within
or without the State of Delaware, shall be fixed by resolution of the Board.
Should the day appointed for a regular meeting fall on a legal holiday, the
meeting shall be held at the same time on the preceding day or on such other day
as the Board may order.

         SECTION 2.05. Special Meetings. Special meetings of the Board shall be
held whenever called by the Chairman, the Chief Executive Officer, the
President, a Vice Chairman of the Board, the Secretary or a majority of the
directors at the time in office. A notice shall be given as hereinafter in this
Section provided of each such special meeting, in which shall be stated the time
and place of such meeting, but, except as otherwise expressly provided by law or
by these By-laws, the purposes thereof need not be stated in such notice. Except
as otherwise provided by law, notice of each such meeting shall be mailed to
each director, addressed to him at his residence or usual place of business, at
least two (2) days before the day on which such meeting is to be held, or shall
be sent addressed to him at such place by telegraph, cable, wireless or other
form of recorded communication or be delivered personally or by telephone not
later than noon of the calendar day before the day on which such meeting is to
be held. At any regular or special meeting of the Board, or any committee
thereof, one or more Board or committee members may participate in such meeting
by means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
This type of participation shall constitute presence in person at the meeting.
Notice of any meeting of the Board shall not, however, be required to be given
to any director who submits a signed waiver of notice whether before or after
the meeting, or if he shall be present at such meeting; and any meeting of the
Board shall be a legal meeting without any notice thereof having been given if
all the directors of the Corporation then in office shall be present thereat.

         SECTION 2.06. Quorum. One-third of the members of the entire Board, or
the next highest integer in the event of a fraction, shall constitute a quorum,
but if less than a quorum be present, a majority of those present may adjourn
any meeting from time to time and the meeting may be held as adjourned without
further notice.


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         SECTION 2.07. Rules and Regulations. The Board may adopt such rules and
regulations for the conduct of its meetings and the management of the affairs of
the Corporation as it may deem proper, not inconsistent with the laws of the
State of Delaware or these By-laws.

         SECTION 2.08. Compensation. Directors shall be entitled to receive from
the Corporation such amount per annum and in addition, or in lieu thereof, such
fees for attendance at meetings of the Board or of any committee, or both, as
the Board from time to time shall determine. The Board may also likewise provide
that the Corporation shall reimburse each such director or member of such
committee for any expenses paid by him on account of his attendance at any such
meeting. Nothing in this Section contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE III

                                   COMMITTEES

         SECTION 3.01. Executive Committee. The Board shall appoint an Executive
Committee which, when the Board is not in session, shall have and may exercise
all the powers of the Board that lawfully may be delegated, including without
limitation the power and authority to declare dividends. The Executive Committee
shall consist of such number of directors as the Board shall from time to time
determine, but not less than five and one of whom shall be designated by the
Board as Chairman thereof, as follows: (a) the Chairman of the Board, the Chief
Executive Officer, the President, the Vice Chairmen of the Board; and (b) such
other directors, none of whom shall be an officer of the Corporation, as shall
be appointed to serve at the pleasure of the Board. The Board, by resolution
adopted by a majority of the entire Board, may (a) designate one or more
directors as alternate members of the Executive Committee or (b) specify that
the member or members of the Executive Committee present and not disqualified
from voting at a meeting of the Executive Committee, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board to act
at such meeting in place of any absent or disqualified member. The attendance of
one-third of the members of the Committee or their substitutes, or the next
highest integer in the event of a fraction, at any meeting shall constitute a
quorum, and the act of a majority of those present at a meeting thereof at which
a quorum is present shall be the act of the Committee. All acts done and powers
conferred by the Committee from time to time shall be deemed to be, and may be
certified as being done or conferred under authority of the Board. The Committee
shall fix its own rules and procedures, and the minutes of the meetings of the
Committee shall be submitted at the next regular meeting of the Board at which a
quorum is present, or if impracticable, at the next such subsequent meeting. The
Committee shall hold meetings "On Call" and such meetings may be called by the
Chairman of the Executive Committee, the Chairman of the Board, the Chief
Executive Officer, the President, a Vice Chairman of the Board, or the
Secretary. Notice of each such meeting of the Committee shall be given by mail,
telegraph, cable, wireless or other form of recorded communication or be
delivered personally or by telephone to each member of the Committee not later
than the day before the day on which such meeting is to be held. Notice of any
such meeting need not be given to any member of the Committee who submits a
signed waiver of notice whether before or after the meeting, or if he shall be
present at such meeting; and any meeting of the Committee shall be a legal
meeting without any notice thereof having been given, if all the members of the
Committee shall be present thereat. In the case of any meeting, in the absence
of the Chairman of the Executive Committee, such member as shall be designated
by the Chairman of the Executive Committee or the Executive Committee shall act
as Chairman of the meeting.


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             SECTION 3.02. Audit Committee. The Board shall appoint an Audit
Committee composed of not less than three of its members, none of whom shall be
an officer of the Corporation, to hold office at its pleasure and one of whom
shall be designated by the Board as Chairman thereof. The Committee shall make
such examination into the affairs of the Corporation and make such reports in
writing thereof as may be directed by the Board. The attendance of one-third of
the members of the Committee, or the next highest integer in the event of a
fraction, at any meeting shall constitute a quorum, and the act of a majority of
those present at a meeting thereof at which a quorum is present shall be the act
of the Committee.

             SECTION 3.03. Other Committees. The Corporation elects to be
governed by subsection (2) of section 141(c) of the Delaware General Corporation
Law. The Board may appoint, from time to time, such other committees composed of
not less than one of its members for such purposes and with such duties and
powers as the Board may determine. The attendance of one-third of the members of
such other committees, or the next highest integer in the event of a fraction,
at any meeting shall constitute a quorum, and the act of a majority of those
present at a meeting thereof at which a quorum is present shall be the act of
such other committees. In the absence or disqualification of a member of a
committee, the member or members present at any meeting and not disqualified
from voting, whether or not such member or members 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. Any committee
may act by delegating its authority to one or more subcommittees.

                                   ARTICLE IV

                               OFFICERS AND AGENTS

             SECTION 4.01. Officers. The officers of the Corporation shall be
(a) a Chairman of the Board, a Chief Executive Officer, a President and one or
more Vice Chairmen of the Board, each of whom must be a director and shall be
elected by the Board; (b) a Chief Financial Officer, a Controller, a Secretary,
and a General Auditor, each of whom shall be elected by the Board; and (c) such
other officers as may from time to time be elected by the Board or under its
authority, or appointed by the Chairman, the Chief Executive Officer, the
President or a Vice Chairman of the Board.

             SECTION 4.02. Clerks and Agents. The Board may elect and dismiss,
or the Chairman, the Chief Executive Officer, the President or a Vice Chairman
of the Board may appoint and dismiss and delegate to any other officers
authority to appoint and dismiss, such clerks, agents and employees as may be
deemed advisable for the prompt and orderly transaction of the Corporation's
business, and may prescribe, or authorize the appointing officers to prescribe,
their respective duties, subject to the provisions of these By-laws.

             SECTION 4.03. Term of Office. The officers designated in Section
4.01(a) shall be elected by the Board at its annual meeting, and any one person
may be elected to hold more than one such office. The officers designated in
Section 4.01(b) may be elected at the annual or any other meeting of the Board.
The officers designated in Section 4.01(c) may be elected at the annual or any
other meeting of the Board or appointed at any time by the designated proper
officers. Any vacancy occurring in any office designated in Section 4.01(a) may
be filled at any regular or special meeting of the Board. The officers elected
pursuant to Section 4.01(a) shall each hold office for the


                                      -9-
<PAGE>
term of one year and until their successors are elected, unless sooner
disqualified or removed by a vote of two-thirds of the whole Board. All other
officers, clerks, agents and employees elected by the Board, or appointed by the
Chairman, the Chief Executive Officer, the President, or a Vice Chairman of the
Board, or under their authority, shall hold their respective offices at the
pleasure of the Board or officers elected pursuant to Sections 4.01(a).

             SECTION 4.04. Chairman of the Board. The Chairman shall preside at
all meetings of the stockholders and at all meetings of the Board. The Chairman
of the Board shall have the same power to perform any act on behalf of the
Corporation and to sign for the Corporation as is prescribed in these By-laws
for the Chief Executive Officer. He shall perform such other duties as from time
to time may be prescribed by the Board.

             SECTION 4.05. Chief Executive Officer The Chief Executive Officer
shall be the chief executive officer of the Corporation and shall have, subject
to the control of the Board and the Chairman, general supervision and direction
of the business and affairs of the Corporation and of its several officers other
than the Chairman. In the absence of the Chairman, he shall preside at all
meetings of the stockholders and at all meetings of the Board. He shall have the
power to execute any document or perform any act on behalf of the Corporation,
including without limitation the power to sign 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 Assistant
Corporate Secretary execute conveyances of real estate and other documents and
instruments to which the seal of the Corporation may be affixed. He shall
perform such other duties as from time to time may be prescribed by the Board.

             SECTION 4.06. President. The President shall, subject to the
direction and control of the Board and the Chief Executive Officer, participate
in the supervision of the business and affairs of the Corporation. In general,
the President shall perform all duties incident to the office of President, and
such other duties as from time to time may be prescribed by the Board or the
Chief Executive Officer. In the absence of the Chairman and the Chief Executive
Officer, the President shall preside at meetings of stockholders and of the
Board. The President shall have the same power to perform any act on behalf of
the Corporation and to sign for the Corporation as is prescribed in these
By-laws for the Chief Executive Officer.

             SECTION 4.07. Vice Chairman of the Board. The Vice Chairman of the
Board, or if there be more than one, then each of them, shall, subject to the
direction and control of the Board and the Chief Executive Officer, participate
in the supervision of the business and affairs of the Corporation, and shall
have such other duties as may be prescribed from time to time by the Board or
the Chief Executive Officer. In the absence of the Chairman, the Chief Executive
Officer and the President, a Vice Chairman, as designated by the Chairman or the
Board, shall preside at meetings of the stockholders and of the Board. Each Vice
Chairman shall have the same power to perform any act on behalf of the
Corporation and to sign for the Corporation as is prescribed in these By-laws
for the Chief Executive Officer.

             SECTION 4.08. Chief Financial Officer. The Chief Financial Officer
shall have such powers and perform such duties as the Board, the Chairman, the
Chief Executive Officer, the President or a Vice Chairman of the Board may from
time to time prescribe which may include, without limitation, responsibility for
strategic planning, corporate finance, control, tax and auditing and shall
perform such other duties as may be prescribed by these By-laws.

                                      -10-
<PAGE>
             SECTION 4.09. Controller. The Controller shall exercise general
supervision of the accounting departments of the Corporation. He shall be
responsible to the Chief Financial Officer and shall render reports from time to
time relating to the general financial condition of the Corporation. He shall
render such other reports and perform such other duties as from time to time may
be prescribed by the Chief Financial Officer, a Vice Chairman of the Board, the
President, the Chief Executive Officer, or the Chairman.

             SECTION 4.10.    Secretary.  The Secretary shall:

             (a)          record all the proceedings of the meetings of the
                          stockholders, the Board and the Executive Committee in
                          one or more books kept for that purpose;

             (b)          see that all notices are duly given in accordance with
                          the provisions of these By-laws or as required by law;

             (c)          be custodian of the seal of the Corporation; and he
                          may see that such seal or a facsimile thereof is
                          affixed to any documents the execution of which on
                          behalf of the Corporation is duly authorized and may
                          attest such seal when so affixed; and

             (d)          in general, perform all duties incident to the office
                          of Secretary and such other duties as from time to
                          time may be prescribed by the Board, the Chairman, the
                          Chief Executive Officer, the President, or a Vice
                          Chairman of the Board.

             SECTION 4.11. Assistant Corporate Secretary. At the request of the
Secretary, or in case of his absence or inability to act, the Assistant
Corporate Secretary, or if there be more than one, any of the Assistant
Corporate Secretaries, shall perform the duties of the Secretary and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Secretary. Each Assistant Corporate Secretary shall perform such other
duties as from time to time may be prescribed by the Chairman, the Chief
Executive Officer, the President, a Vice Chairman of the Board, or the
Secretary.

             SECTION 4.12. General Auditor. The General Auditor shall
continuously examine the affairs of the Corporation. He shall have and may
exercise such powers and duties as from time to time may be prescribed by the
Board, the Chairman, the Chief Executive Officer, the President, a Vice Chairman
of the Board or the Chief Financial Officer.

             SECTION 4.13. Powers and Duties of Other Officers. The powers and
duties of all other officers of the Corporation shall be those usually
pertaining to their respective offices, subject to the direction and control of
the Board and as otherwise provided in these By-laws.

                                    ARTICLE V

                     PROXIES RE STOCK OR OTHER SECURITIES OF
                               OTHER CORPORATIONS

             Unless otherwise provided by the Board, the Chairman, the Chief
Executive Officer, the President, a Vice Chairman of the Board, the Chief
Financial Officer or the Secretary may from time to time (a) appoint an attorney
or attorneys or an agent or agents of the Corporation to exercise in the name
and on behalf of the Corporation the powers and rights which the Corporation may

                                      -11-
<PAGE>
have as the holder of stock or other securities in any other corporation to vote
or consent in respect of such stock or other securities; (b) instruct the person
or persons so appointed as to the manner of exercising such powers and rights;
and (c) execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in order that the
Corporation may exercise its said powers and rights.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

             SECTION 6.01. Certificates for Stock. The shares of all classes or
series of the capital stock of the Corporation may be uncertificated shares,
except to the extent otherwise required by applicable law and except to the
extent shares are represented by outstanding certificates that have not been
surrendered to the Corporation or its transfer agent. Notwithstanding the
foregoing, every owner of stock of the Corporation of any class (or, if stock of
any class shall be issuable in series, any series of such class) shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number of shares of stock of the Corporation of such class, or
such class and series, owned by him. The certificates representing shares of
stock of each class (or, if there shall be more than one series of any class,
each series of such class) shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Corporation by the Chairman, the
Chief Executive Officer, the President, or a Vice Chairman of the Board, and by
the Secretary or an Assistant Corporate Secretary; provided, however, that if
any such certificate is countersigned by a registrar and the Board shall by
resolution so authorize, the signatures of such Chairman, Chief Executive
Officer, President, Vice Chairman of the Board, Secretary or Assistant Corporate
Secretary or any transfer agent may be facsimiles. In case any officer or
officers or transfer agent of the Corporation who shall have signed, or whose
facsimile signature or signatures shall have been placed upon any such
certificate shall cease to be such officer or officers or transfer agent before
such certificate shall have been issued, such certificate may be issued by the
Corporation with the same effect as though the person or persons who signed such
certificate, or whose facsimile signature or signatures shall have been placed
thereupon were such officer and officers or transfer agent at the date of issue.
A stock ledger shall be kept of the respective names of the persons, firms or
corporations owning stock represented by certificates for stock of the
Corporation, the number, class and series of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled and a
new certificate or certificates shall not be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled, except
in cases provided for in Section 6.04 or otherwise required by law.

             SECTION 6.02. Transfers of Stock. Transfers of shares of the stock
of the Corporation shall be made on the stock books and records of the
Corporation only by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary, or
with a transfer agent duly appointed, and upon surrender of the certificate or
certificates for such shares properly endorsed, if such shares are represented
by a certificate, and payment of all taxes thereon. The person in whose name
shares of stock stand on the stock books and records of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.

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<PAGE>
             SECTION 6.03. Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of uncertificated shares or
certificates for stock of the Corporation. The Board may appoint, or authorize
any officer or officers to appoint, one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

             SECTION 6.04. Lost, Stolen, Destroyed and Mutilated Certificates.
The owner of any stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of any certificate
therefor, and the Corporation may issue uncertificated shares or a new
certificate for stock in the place of any certificate theretofore issued by it
and alleged to have been lost, stolen or destroyed, and the Board may, in its
discretion, require the owner of the lost, stolen or destroyed certificate or
his legal representatives to give the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Board shall
in its uncontrolled discretion determine, to indemnify the Corporation 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. The Board may, however, in its discretion refuse to issue any such
new certificate except pursuant to legal proceedings under the laws of the State
of Delaware in such case made and provided.

             SECTION 6.05. Fixing Date for Determination of Stockholders of
Record.

         (a)      In order that the Corporation may determine the stockholders
                  entitled to notice of or to vote at any meeting of
                  stockholders or any adjournment thereof, the Board 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, and which record date shall not be more than sixty (60)
                  nor less than ten (10) days before the date of such meeting.
                  If no record is fixed by the Board, the record date for
                  determining stockholders entitled to notice of or to vote at a
                  meeting of stockholders shall be at the close of business on
                  the day next preceding the day on which notice is given, or,
                  if notice is waived, at the close of business on the day next
                  preceding the day on which the meeting is held. 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
                  may fix a new record date for the adjourned meeting.

         (b)      In order that the Corporation may determine the stockholders
                  entitled to consent to corporate action in writing without a
                  meeting, the Board 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, and which date shall
                  not be more than ten (10) days after the date upon which the
                  resolution fixing the record date is adopted by the Board. If
                  no record date has been fixed by the Board, the record date
                  for determining stockholders entitled to consent to corporate
                  action in writing without a meeting, when no prior action by
                  the Board is required by Delaware General Corporation Law,
                  shall be the first date on which 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 and prior action by the Board is
                  required by Delaware General Corporation Law, the record date
                  for


                                      -13-
<PAGE>
                  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 adopts the resolution
                  taking such prior action.

         (c)      In order that the Corporation may determine the stockholders
                  entitled to receive payment of any dividend or other
                  distribution or allotment of any rights or 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 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 (60) days prior to such
                  action. If no record date is fixed, the record date for
                  determining stockholders for any such purpose shall be the
                  close of business on the day on which the Board adopts the
                  resolution relating thereto.

                                   ARTICLE VII

                                 CORPORATE SEAL

             The corporate seal of the Corporation shall be in the form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1968 Delaware".

                                  ARTICLE VIII

                                   FISCAL YEAR

             The fiscal year of the Corporation shall be the calendar year.

                                   ARTICLE IX

                                 INDEMNIFICATION

             SECTION 9.01. Right to Indemnification. The Corporation shall to
the fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness), or is threatened to be made so
involved, in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, administrative or investigative (including
without limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding") by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.

             SECTION 9.02. Contracts and Funding. The Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation in
furtherance of the provisions of this Article IX and may create a trust fund,
grant a security interest or use other means (including,


                                      -14-
<PAGE>
without limitation, a letter of credit) to ensure the payment of such amounts as
may be necessary to effect indemnification as provided in this Article IX.

             SECTION 9.03. Employee Benefit Plans. For purposes of this Article
IX, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee,
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interest of a corporation.

             SECTION 9.04. Indemnification Not Exclusive Right. The right of
indemnification and advancement of expenses provided in this Article IX shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, 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. The provisions of this Article IX shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article IX and shall be applicable to Proceedings commenced or continuing after
the adoption of this Article IX, whether arising from acts or omissions
occurring before or after such adoption.

             SECTION 9.05. Advancement of Expenses; Procedures. In furtherance,
but not in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article IX:

             (a) Advancement of Expenses. All reasonable expenses incurred by or
on behalf of the Indemnitee in connection with any Proceeding shall be advanced
to the Indemnitee by the Corporation within twenty (20) days after the receipt
by the Corporation of a statement or statements from the indemnitee requesting
such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if it should ultimately
be determined that the Indemnitee is not entitled to be indemnified against such
expenses.

             (b) Written Request for Indemnification. To obtain indemnification
under this Article IX, an Indemnitee shall submit to the Secretary of the
Corporation a written request, including such documentation and information as
is reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification (the
"Supporting Documentation"). The determination of the Indemnitee's entitlement
to indemnification shall be made within a reasonable time after receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation. The Secretary of the Corporation shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
the Indemnitee has requested indemnification.

             (c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article IX shall be determined (i) by the Board by a
majority vote of a quorum (as


                                      -15-
<PAGE>
defined in Article II of these By-laws) consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, but only if a majority of the disinterested directors, if they
constitute a quorum of the board, presents the issue of entitlement to
indemnification to the stockholders for their determination.

                                    ARTICLE X

                                     BY-LAWS

             SECTION 10.01. Inspection. A copy of the By-laws shall at all times
be kept in a convenient place at the principal office of the Corporation, and
shall be open for inspection by stockholders during business hours.

             SECTION 10.02. Amendments. Except as otherwise specifically
provided by statute, these By-laws may be added to, amended, altered or repealed
at any meeting of the Board by vote of a majority of the entire Board, provided
that written notice of any such proposed action shall be given to each director
prior to such meeting, or that notice of such addition, amendment, alteration or
repeal shall have been given at the preceding meeting of the Board.

             SECTION 10.03. Construction. The masculine gender, where appearing
in these By-laws, shall be deemed to include the feminine gender.



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