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                                                                   EXHIBIT (3)-1
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                            THE FORSCHNER GROUP, INC.
                            (a Delaware Corporation)
                            (as of February 15, 1995)


                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

               Section 1. Time and Place. All meetings of the stockholders of
the Corporation shall be held at such place, within or without the State of
Delaware, and at such time as shall be designated from time to time by the Board
and stated in the notice of meeting, or in a duly executed waiver of notice
thereof.

               Section 2. Annual Meeting. The annual meeting shall be held on
the date and at the time fixed, from time to time, by the Board, provided, that
the first annual meeting shall be held on a date within thirteen months after
the organization of the Corporation, and each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding



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annual meeting. At each annual meeting the stockholders shall elect a Board and
shall transact such other business as may properly be brought before the
meeting. Elections of Directors need not be by written ballot. Written notice
stating the place, date and hour of the annual meeting shall be given to each
stockholder entitled to vote at such meeting, not less than ten nor more than
fifty days before the date of the meeting unless the lapse of the prescribed
period of time shall have been waived.


               Section 3. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Corporation's Certificate of Incorporation, may be called by
the President, and shall be called by the President or Secretary at the request
in writing by a majority of the Board, or at the request in writing of
stockholders owning twenty percent of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Written notice of a
special meeting of stockholders, stating the place, date and hour of the
meeting, the purpose or purposes for which the meeting is called, and by or at
whose direction it is being issued shall be given to each stockholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting unless the lapse of the prescribed period of time shall have
been waived.




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               Section 4. Quorum and Voting. Each stockholder shall, at any
meeting of the stockholders, be entitled to one vote, in person or by proxy, for
each share of the capital stock having voting power held by such stockholder
and, except as otherwise provided by the certificate of incorporation, or by
operation of law, the presence and affirmative vote of a majority of the holders
of all of the stock of the Corporation issued and outstanding and entitled to
vote thereat, in person or represented by proxy, shall be necessary and shall
constitute a quorum for the transaction of business and the valid action of the
stockholders at all meetings of the stockholders. If however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty
days, or if, after the adjournment, a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.



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               Section 5. Proxies. Every proxy must be executed in writing by
the stockholder or his attorney-in-fact. No proxy shall be valid after the
expiration of three years from the date thereof, unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where an irrevocable proxy is permitted by
law.

               Section 6. Consents. Whenever, by any provision of law, the vote
of stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, the meeting (and notice thereof) and
the vote of stockholders may be dispensed with if the holders of outstanding
stock having not less than the minimum number of votes necessary to authorize
such action at a meeting at which all shares entitled to vote thereon were
present and voted, if such a meeting were held, shall consent in writing to such
corporate action being taken. Prompt notice shall be given to all stockholders
of the taking of corporate action without a meeting and by less than unanimous
written consent.

               Section 7. List of Stockholders. the officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address


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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 days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

               Section 8. Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. If
no record date is fixed, the record date for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next




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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; the record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

                                   ARTICLE II
                                    DIRECTORS

               Section 1.  Number.  The Board of Directors shall
consist of one or more members.  The number of directors shall
be fixed by the Board of Directors.

               Section 2. Election and Tenure of Directors. Directors shall be
elected at the annual meetings of the stockholders, except as provided in
Section 4 of this Article, and each Director elected shall hold office until the
next annual meeting and his successor is elected and qualified, subject to the
provisions of Section 3 of this Article. Directors need not be stockholders,
citizens of the United States, or residents of the State of Delaware.

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               Section 3. Resignation; Removal. Any director may resign at any
time. Any or all of the Directors may be removed, with or without cause, at any
time by the vote of the stockholders entitled to vote for the election of
Directors at a special meeting called for such purpose. Any Director may be
removed for cause by the action of the Board.

               Section 4. Vacancies. If any vacancy occurs in the Board by
reason of the death, resignation, retirement, disqualification or removal from
office of any Director (with or without cause), or if any new directorships are
created, the directors then in office shall choose a successor or successors, or
shall fill the newly created directorships (as the case may be) and the
Directors so chosen shall hold office until the next annual meeting and until
their successors are duly elected and qualified, unless sooner displaced. If
there are no Directors in office, then an election of Directors may be held in
the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the Directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of shares at the
time outstanding having the right to vote for such Directors, summarily order an
election to be held to fill any such vacancies


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or newly created directorships, or to replace the Directors chosen by the
Directors then in office.

               Section 5. Management of Business. The business of the
Corporation shall be managed by its Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these By-Laws directed or required to
be exercised or done by the stockholders.

                                   ARTICLE III
                              MEETINGS OF THE BOARD

               Section 1.  Place.  The Board of the Corporation may
hold meetings, both regular and special, either within or
without the State of Delaware.

               Section 2. First Meeting. The first meeting of each newly elected
Board shall be held at such time and place as shall be announced at the annual
meeting of stockholders, and no further notice of such meeting to the newly
elected Directors shall be necessary in order to constitute the meeting,
provided a quorum shall be present. In the event of the failure to so announce
the time and place of such meeting, or in the event that such meeting is not
held at the time and place so announced, the meeting may be held at such time
and place as shall be specified 




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in a notice given as hereinafter provided for special meetings of the Board, or
as shall be specified in a duly executed waiver of notice thereof.

               Section 3.  Regular Meetings.  Regular meetings of the
Board may be held without notice at such time and at such place
as shall from time to time be determined by the Board.

               Section 4. Special Meetings. Special Meetings of the Board may be
called by the President on one business days notice to each Director. Special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of two Directors.

               Section 5.  Quorum and Voting.

                      (a)    Except as provided by the Corporation's
Certificate of Incorporation, these By-Laws or by operation of law, the presence
of a majority of the Directors then in office shall be necessary to constitute a
quorum for the transaction of business at all meetings of the Board and the
affirmative vote of a majority of the Directors present at a meeting of the
Board at which a quorum is present shall be necessary to constitute the valid
action of the Board.


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                      (b)    If a quorum shall not be present at any
meeting of the Board, the Directors present thereat may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum shall be present.

               Section 6. Consents. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if all members of the Board or Committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or Committee.

               Section 7. Electronic Communication. Any one or more members of
the Board of Directors, or any committee thereof, may participate in a meeting
of such Board or committee 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. Participation by such means shall constitute
presence in person at a meeting.

                                   ARTICLE IV
                             COMMITTEES OF THE BOARD

               Section 1. Designation. The Board by resolution passed by a
majority of the whole Board, may designate from among




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its members one or more committees, each consisting of one or more Directors of
the Corporation. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Any such committee, to the extent provided in the
resolution, shall have and may exercise the powers of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it;
provided, however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member.

               Section 2.  Minutes; Tenure.  Each committee shall
keep regular minutes of its meetings and report the same to the
Board when required.  Each committee shall serve at the pleasure of
the Board.

                                    ARTICLE V
                            COMPENSATION OF DIRECTORS

               Directors, as such, may be paid their expenses, if any, of
attendance at each meeting of the Board and may be paid a




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fixed sum for attendance at each meeting of the Board or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE VI
                                     NOTICES

               Section 1. Form; Delivery. Notices to Directors and stockholders
shall be in writing and may be delivered personally or by mail or telegram.
Notice by mail shall be deemed to be given at the time when deposited in the
post office or a letter box, in a post-paid sealed wrapper, and addressed to
Directors or stockholders at their addresses appearing on the records of the
Corporation.

               Section 2. Waiver. Whenever any notice is required to be given by
any statute, the certificate of incorporation, or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, should be deemed equivalent to
such notice. In addition, any shareholder attending a meeting of stockholders in
person or by proxy without protesting prior to the conclusion of the meeting the
lack of notice thereunder to him, and any 


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Directors attending a meeting of the Board without protesting prior to the
meeting or its commencement such lack of notice, shall be conclusively deemed to
have waived such notice of such meeting.

                                   ARTICLE VII
                                    OFFICERS

               Section 1. Offices; Election; and Tenure. The officers of the
Corporation shall be chosen by the Board and shall be a Chairman of the Board, a
Chairman of the Executive Committee, a President, a Secretary and a Treasurer.
The Board may also choose a Vice-President, additional Vice-Presidents, a Senior
Managing Director, a Managing Director and one or more Assistant Secretaries and
Assistant Treasurers. Any number of offices may be held by the same person. The
Board at its first meeting after each annual meeting of stockholders shall
choose a Chairman of the Board, a President, a Secretary and a Treasurer, and
the Board may appoint such other officers and agents as its shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board.

               Section 2. Resignation; Removal. Any or all of the officers
elected or appointed by the Board may be removed by the



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Board at any time with or without cause and any officer may resign at any time
upon written notice.

               Section 3. Vacancies. If an office becomes vacant for any reason,
the Board shall fill such vacancy. Any officer so elected by the Board shall
serve only until such time as the unexpired term of his or her predecessor shall
have expired unless re-elected by the Board.

               Section 4. Compensation. The compensation of each officer of the
Corporation shall be fixed by the Board, and the compensation of agents shall
either be so fixed or shall be fixed by officers thereunto duly authorized.

               Section 5. The Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the stockholders and directors at which he is
present and shall perform such other duties as may from time to time be assigned
to him by the Board of Directors but, in the absence of such assignment, shall
have no executive duties.

               Section 6. Chairman of Executive Committee. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee of
the Board of Directors of the Corporation at which he is present and shall
perform such other duties as may from time to time be assigned to him by the
Board



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of Directors but, in the absence of such assignment, shall have no executive
duties.

               Section 7. Senior Managing Director. The Senior Managing
Director, if any, shall perform such duties as may, from time to time, be
assigned to him by the Board of Directors.

               Section 8. Managing Director. The Managing Director, if any,
shall perform such duties as may from time to time be assigned to him by the
Board of Directors.

               Section 9. The President. The President shall be the Chief
Executive Officer of the Corporation, shall have the general powers and duties
of supervision and management of the Corporation and shall exercise such other
powers and duties as shall be assigned to him from time to time by the Board of
Directors or the Chairman of the Board.

               Section 10. Vice-Presidents. The Vice-President, if any, or if
there be more than one, the Vice-Presidents in the order of their seniority or
in any other order determined by the Board, shall, in the absence or disability
of the President, perform the duties and exercise the powers of the President,
and shall generally assist the President and perform such other duties as the
Board or the President shall prescribe.


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               Section 11. The Secretary. The Secretary shall attend all
meetings of the Board and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for the standing committees when required. He or she
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or President, under whose supervision he or she shall
act. He or she shall keep in safe custody the seal of the Corporation and, when
authorized by the Board, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by his or her signature or by the signature of
the Treasurer or an Assistant Secretary or Assistant Treasurer. He or she shall
keep in safe custody the certificate books and stockholder records and such
other books and records as the Board may direct and shall perform all other
duties incident to the office of Secretary.

               Section 12. Assistant Secretaries. The Assistant Secretary, if
any, or if there be more than one, the Assistant Secretaries, in order of their
seniority or in any other order determined by the Board shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as the Board or the President
shall prescribe.


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               Section 13. The Treasurer. The Treasurer shall have the care and
custody of the corporate funds, and other valuable effects, including
securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
Directors, at the regular meetings of the Board, or whenever they may require
it, an account of all of his or her transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board, the Treasurer
shall give the Corporation a bond for such term, in such sum and with such
surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of his or her office and for the restoration to the
Corporation, in case of his or her death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his or her possession or under his or her control belonging to
the Corporation.

               Section 14. Assistant Treasurers. The Assistant Treasurer, if
any, or if there be more than one, the Assistant Treasurers in the order of
their seniority or in any other order determined by the Board, shall, in the
absence or disability of




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the Treasurer, perform the duties and exercise the power of the Treasurer and
shall perform such other duties as the Board or the President shall prescribe.

                                  ARTICLE VIII
                               SHARE CERTIFICATES

               Section 1. Form; Signature. The certificates for share of the
Corporation shall be in such form as shall be determined by the Board and shall
be numbered consecutively and entered in the books of the Corporation as they
are issued. Each certificate shall exhibit the registered holder's name and the
number and class of shares, and shall be signed by the President and (a) the
Treasurer or an Assistant Treasurer or (b) the Secretary or an Assistant
Secretary, and shall bear the seal of the Corporation or a facsimile thereof.
Where any such certificate is countersigned by a transfer agent, or registered
by a registrar, the signature of any such officer may be a facsimile signature.
In case any officer, transfer agent or registrar who signed, or whose facsimile
signature or signatures were placed on any such certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is issued,
it may, nevertheless, be issued by the Corporation with the same effect as if he
or she were such officer, transfer agent or registrar at the date of issue.



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               Section 2. Lost Certificates. The Board may direct a new share
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the stockholder of
the lost or destroyed certificate or his or her legal representative. When
authorizing such issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his or her legal
representative, to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.

               Section 3. Registration of Transfer. Upon compliance with
provisions, if any, restricting the transfer or resignation of transfer of
shares and upon surrender to the Corporation or any transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer and the payment of
any and all taxes due thereon, it shall be the duty of the Corporation or such
transfer agent to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.



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               Section 4. Registered Stockholders. Except as otherwise provided
by law, the Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends or
other distributions, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or legal claim to or interest in such
share or shares on the part of any other person.

               Section 5. Notations on Certificates. Whenever the Corporation
shall be authorized to issue more than one class of stock or more than one
series of any class of stock, and whenever the Corporation shall issue any
shares of its stock as partly paid stock, the certificates representing shares
of any such class or series or of any such partly paid stock shall set forth
thereon the statements prescribed by the General Corporation Law of the State of
Delaware. Any restrictions on the transfer or registration of transfer of any
shares of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.

               Section 6. Fractional Share Interests. The Corporation may, but
shall not be required to, issue fractions of a share. In lieu thereof it shall
either pay in cash the fair value of fractions of a share, as determined by the
Board, to



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those entitled thereto or issue scrip or fractional warrants in registered or
bearer form over the manual or facsimile signature of an officer of the
Corporation or of its agent, exchangeable as therein provided for full shares,
but such scrip or fractional warrants shall not entitle the holder to any rights
of a stockholder except as therein provided. Such scrip or fractional warrants
may be issued subject to the condition that the same shall become void if not
exchanged for certificates representing full shares of stock before a specified
date, or subject to the condition that the shares of stock for which such scrip
or fractional warrants are exchangeable may be sold by the Corporation and the
proceeds thereof distributed to the holders of such scrip or fractional
warrants, or subject to any other conditions which the Board may determine.

                                   ARTICLE IX
                               GENERAL PROVISIONS

               Section 1. Dividends. Subject to the provisions of the
certificate of incorporation, dividends upon the capital stock of the
Corporation, if any, may be declared by the Board at any regular or special
meeting, pursuant to law and may be paid in cash, in property, or in shares of
the capital stock of the Corporation.



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               Section 2. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Directors from time to time, in their absolute discretion, think
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 Directors shall think conducive to the interest of
the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

               Section 3. Checks, etc. All checks or demands for money and notes
or other instruments evidencing indebtedness or obligations of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board may from time to time designate.

               Section 4. Fiscal Year. The fiscal year of the Corporation shall,
unless otherwise fixed by resolution of the Board of Directors, commence on the
first day of January of each year.

               Section 5. Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal Delaware". The seal




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may be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.

                                    ARTICLE X
                                   AMENDMENTS

               These By-Laws may be altered, amended or repealed or new By-Laws
may be adopted: (1) by the stockholders at any regular meeting of the
stockholders or at any special meeting of the stockholders if notice of such
alteration, amendment, repeal or adoption of new By-Laws is contained in the
notice of such special meeting, or (2) by the Board at any regular meeting of
the Board or at any special meeting of the Board if notice of such alteration,
amendment or adoption of new By-Laws is contained in the notice of such meeting.

                                   ARTICLE XI
                                 INDEMNIFICATION

               Section 1. Right to Indemnification. (i) Each person who was or
is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Corporation, including service with 



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respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators, and (ii) the
Corporation may indemnify and hold harmless in such manner any person who was or
is made a party or is threatened to be made a party to a proceeding by reason of
the fact that he, she or a person of whom he or she is the legal representative,
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or a partnership, joint venture, trust
or other enterprise; provided, however, that except as provided in Section 3
hereof, the Corporation shall indemnify any such person seeking


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indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Corporation. In the event a director or officer of the
Corporation shall serve as a director, officer, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise in which the
Corporation maintains an investment it shall be conclusively presumed for
purposes of the indemnification provided for in subsection (ii) above that such
service has been undertaken at the request of the Corporation. The foregoing
presumption shall apply regardless of whether such director or officer is
serving such entity at the request of a third party or that his or her service
with such entity was commenced prior to the effectiveness of this Article of the
Certificate of Incorporation or prior to his or her becoming an officer or
director of the Corporation. The right to indemnification conferred in this
subsection (i) above shall be a contract right based upon an offer from the
Corporation which shall be deemed to be accepted by such person's service or
continued service with the Corporation for any period after the adoption of this
Article of the By-Laws and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or


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officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees or agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

               Section 2. Right of Claimant to Bring Suit. If a claim under
subsection 2(i) of this Article is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible



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under the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or 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 or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or 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.

               Section 3. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.

               Section 4. Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another


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corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware Corporation Law.





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