Exhibit 3.2

                         AMENDED AND RESTATED BY-LAWS OF

                      JOHN HANCOCK FIANCIAL SERVICES, INC.

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                      JOHN HANCOCK FINANCIAL SERVICES, INC.

                          AMENDED AND RESTATED BY-LAWS

                          As Adopted on March 12, 2001

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                                TABLE OF CONTENTS

ARTICLE I. STOCKHOLDERS ...................................................    1

Section 1.01. Annual Meetings .............................................    1
Section 1.02. Special Meetings ............................................    1
Section 1.03. Notice of Meetings; Waiver ..................................    1
Section 1.04. Quorum ......................................................    2
Section 1.05. Voting ......................................................    2
Section 1.06. Voting by Ballot ............................................    2
Section 1.07. Adjournment .................................................    2
Section 1.08. Proxies .....................................................    2
Section 1.09. Organization; Procedure .....................................    3
Section 1.10. Notice of Stockholder Business and Nominations ..............    3
Section 1.11. Inspectors of Elections .....................................    5
Section 1.12. Opening and Closing of Polls ................................    6
Section 1.13. No Stockholder Action by Written Consent ....................    6

ARTICLE II. BOARD OF DIRECTORS ............................................    6

Section 2.01. General Powers ..............................................    6
Section 2.02. Number of Directors .........................................    6
Section 2.03. Classified Board; Election of Directors .....................    7
Section 2.04. Annual and Regular Meetings .................................    7
Section 2.05. Special Meetings; Notice ....................................    7
Section 2.06. Quorum; Voting ..............................................    8
Section 2.07. Adjournment .................................................    8
Section 2.08. Action Without a Meeting ....................................    8
Section 2.09. Regulations; Manner of Acting ...............................    8
Section 2.10. Action by Telephonic Communications .........................    8
Section 2.11. Resignations ................................................    8
Section 2.12. Removal of Directors ........................................    8
Section 2.13. Vacancies and Newly Created Directorships ...................    9
Section 2.14. Compensation ................................................    9
Section 2.15. Reliance on Accounts and Reports, etc .......................    9

ARTICLE III. EXECUTIVE COMMITTEE AND OTHER COMMITTEES .....................    9

Section 3.01. Standing Committees .........................................    9
Section 3.02. Designation of Members and Chairmen of Standing Committees ..    9
Section 3.03. Notices of Times of Meetings of Standing
   Committees and Presiding Officers ......................................   10
Section 3.04. Other Committees ............................................   10


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Section 3.05. Powers ......................................................   10
Section 3.06. Proceedings .................................................   10
Section 3.07. Quorum and Manner of Acting .................................   11
Section 3.08. Action by Telephonic Communications .........................   11
Section 3.09. Absent or Disqualified Members ..............................   11
Section 3.10. Resignations ................................................   11
Section 3.11. Removal .....................................................   11
Section 3.12. Vacancies ...................................................   11

ARTICLE IV. OFFICERS ......................................................   11

Section 4.01. Number ......................................................   11
Section 4.02. Election ....................................................   12
Section 4.03. Salaries ....................................................   12
Section 4.04. Removal and Resignation; Vacancies ..........................   12
Section 4.05. Authority and Duties of Officers ............................   12
Section 4.06. The Chairman ................................................   12
Section 4.07. The Chief Executive Officer .................................   12
Section 4.08. The President ...............................................   13
Section 4.09. The Vice President ..........................................   13
Section 4.10. The Secretary ...............................................   13
Section 4.11. The Chief Financial .........................................   14
Section 4.12. The Treasurer ...............................................   14
Section 4.13. Additional Officers .........................................   15
Section 4.14. Security ....................................................   15

ARTICLE V. CAPITAL STOCK ..................................................   15

Section 5.01. Certificates of Stock, Uncertificated Shares ................   15
Section 5.02. Signatures; Facsimile .......................................   15
Section 5.03. Lost, Stolen or Destroyed Certificates ......................   15
Section 5.04. Transfer of Stock ...........................................   16
Section 5.05. Record Date .................................................   16
Section 5.06. Registered Stockholders .....................................   16
Section 5.07. Transfer Agent and Registrar ................................   17

ARTICLE VI. INDEMNIFICATION ...............................................   17

Section 6.01. Nature of Indemnity .........................................   17
Section 6.02. Successful Defense ..........................................   18
Section 6.03. Determination that Indemnification is Proper ................   18
Section 6.04. Advance Payment of Expenses .................................   18
Section 6.05. Procedure for Indemnification of Directors and Officers .....   18
Section 6.06. Survival; Preservation of Other Rights ......................   19


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Section 6.07. Insurance ...................................................   19
Section 6.08. Severability ................................................   19

ARTICLE VII. OFFICES ......................................................   20

Section 7.01. Registered Office ...........................................   20
Section 7.02. Other Offices ...............................................   20

ARTICLE VIII. GENERAL PROVISIONS ..........................................   20

Section 8.01. Dividends ...................................................   20
Section 8.02. Reserves ....................................................   20
Section 8.03. Execution of Instruments ....................................   20
Section 8.04. Corporate Indebtedness ......................................   21
Section 8.05. Deposits ....................................................   21
Section 8.06. Checks ......................................................   21
Section 8.07. Sale, Transfer, etc. of Securities ..........................   21
Section 8.08. Voting as Stockholder .......................................   21
Section 8.09. Fiscal Year .................................................   21
Section 8.10. Seal ........................................................   22
Section 8.11. Books and Records; Inspection ...............................   22

ARTICLE IX. AMENDMENT OF BY-LAWS ..........................................   22

Section 9.01. Amendment ...................................................   22

ARTICLE X. CONSTRUCTION ...................................................   22

Section 10.01. Construction ...............................................   22


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                      JOHN HANCOCK FINANCIAL SERVICES, INC.

                          AMENDED AND RESTATED BY-LAWS

                          As adopted on March 12, 2001

                   ------------------------------------------

                                   ARTICLE I.

                                  STOCKHOLDERS

      Section 1.01. Annual Meetings. The annual meeting of the stockholders of
the Corporation for the election of Directors and for the transaction of such
other business as properly may come before such meeting shall be held at such
place, either within or without the State of Delaware, and at such date and at
such time, as may be fixed from time to time by resolution of the Board of
Directors and set forth in the notice or waiver of notice of the meeting. [Del.
GCL (S) 211(a)]

      Section 1.02. Special Meetings. Special meetings of the stockholders may
be called at any time by the Chief Executive Officer (or, in the event of his
absence or disability, by the President or any Vice President), or by the Board
of Directors. A special meeting shall be called by the Chief Executive Officer
(or, in the event of his absence or disability, by the President or any Vice
President), or by the Secretary either (i) pursuant to a resolution approved by
a majority of the entire Board of Directors or (ii) upon the request of
stockholders whose holdings are one-fourth (1/4) or more of the outstanding
stock of the Corporation. Such special meetings of the stockholders shall be
held at such places, within or without the State of Delaware, as shall be
specified in the respective notices or waivers of notice thereof. [Del. GCL (S)
211(b), (S) 211(d)]

      Section 1.03. Notice of Meetings; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the stockholders, and, in the case of a special meeting, the purpose or
purposes for which such meeting is called, to be given personally or by mail,
not less than ten nor more than sixty days prior to the meeting, to each
stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the record of stockholders of the Corporation, or, if a
stockholder shall have filed with the Secretary of the Corporation a written
request that notices to such stockholder be mailed to some other address, then
directed to such stockholder at such other address. Such further notice shall be
given as may be required by law. [Del. GCL (S) 222]


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      A written waiver of any notice of any annual or special meeting signed by
the person entitled thereto, shall be deemed equivalent to notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in a written waiver of notice. Attendance
of a stockholder at a meeting of stockholders shall constitute a waiver of
notice of such meeting, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

      Section 1.04. Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of one-third of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting. [Del. GCL (S) 216]

      Section 1.05. Voting. If, pursuant to Section 5.05 of these By-Laws, a
record date has been fixed, every holder of record of shares entitled to vote at
a meeting of stockholders shall be entitled to one vote for each share
outstanding in his or her name on the books of the Corporation at the close of
business on such record date. If no record date has been fixed, then every
holder of record of shares entitled to vote at a meeting of stockholders shall
be entitled to one vote for each share of stock standing in his or her name on
the books of the Corporation at the close of business on the day next preceding
the day on which notice of the meeting is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. At any meeting at which a quorum is present the vote of a majority of the
shares represented in person or by proxy and voting on the subject matter shall
be sufficient for the transaction of any business at such meeting, except as
otherwise required by law or by the Certificate of Incorporation or by these
By-Laws, and except that the election of directors shall be by a plurality of
the shares represented in person or by proxy at such a meeting and voting on the
election of directors. [Del. GCL (SS) 212 and 216]

      Section 1.06. Voting by Ballot. No vote of the stockholders need be taken
by written ballot unless otherwise required by law. Any vote not required to be
taken by ballot may be conducted in any manner approved at the meeting at which
such vote is taken.

      Section 1.07. Adjournment. If a quorum is not present at any meeting of
the stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken, provided, however, that if the adjournment is
for more than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted on the original date of the meeting.

      Section 1.08. Proxies. Any stockholder entitled to vote at any meeting of
the stockholders may authorize another person or persons to vote at any such
meeting and express such consent or dissent for him or her by proxy. A
stockholder may authorize a valid proxy by executing a written instrument signed
by such stockholder, or by causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature, or by transmitting or authorizing


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the transmission of a telegram, cablegram or other means of electronic
transmission to the person designated as the holder of the proxy, a proxy
solicitation firm or a like authorized agent. No such proxy shall be voted or
acted upon after the expiration of three years from the date of such proxy,
unless such proxy provides for a longer period. Every proxy shall be revocable
at the pleasure of the stockholder executing it, except in those cases where
applicable law provides that a proxy shall be irrevocable. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by filing
another duly executed proxy bearing a later date with the Secretary. Proxies by
telegram, cablegram or other electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
Any copy, facsimile telecommunication or other reliable reproduction of a
writing or transmission created pursuant to this section may be substituted or
used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

      Section 1.09. Organization; Procedure. At every meeting of stockholders
the presiding officer shall be the Chairman or, in the event of his or her
absence or disability, a presiding officer chosen by a majority of the
stockholders present in person or by proxy. The Secretary, or in the event of
his or her absence or disability, the Assistant Secretary, if any, or if there
be no Assistant Secretary, in the absence of the Secretary, an appointee of the
presiding officer, shall act as Secretary of the meeting. The order of business
and all other matters of procedure at every meeting of stockholders may be
determined by such presiding officer.

      Section 1.10. Notice of Stockholder Business and Nominations.

             (1) Annual Meetings of Stockholders. (i) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (A) by or at the direction of the Board of Directors or the
Chairman of the Board, or (B) by any stockholder of the Corporation who is
entitled to vote at the meeting, who complies with the notice procedures set
forth in clauses (ii) and (iii) of this paragraph and who was a stockholder of
record at the time such notice is delivered to the Secretary of the Corporation.

             (ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder, pursuant to clause (B) of paragraph
(1)(i) of this Section 1.10, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than ninety days nor more than one
hundred and twenty days prior to the first anniversary of the preceding year's
annual meeting and in any event at least 45 days prior to the first anniversary
of the date on which the Corporation first mailed its proxy materials for the
prior year's annual meeting of shareholders; provided, that if with respect to
the first annual meeting of stockholders after the time the Common Stock has
been registered pursuant to the provisions of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or, if in any succeeding year, the date
of the annual meeting is advanced by more than thirty days or delayed by more
than seventy days from such


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anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than one hundred and twenty days prior to such annual meeting and
not later than the close of business on the later of the ninetieth day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
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 (A) as to each person whom the stockholder proposes to nominate for
election or reelection as a Director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act, and Rule 14a-11 thereunder, or any successor provisions,
including such person's written consent to being named in the proxy statement as
a nominee and to serving as a Director if elected; (B) 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 of any beneficial owner on whose behalf the
proposal is made; and (C) as to the stockholder giving the notice and any
beneficial owner on whose behalf the nomination or proposal is made (1) the name
and address of such stockholder, as they appear on the Corporation's books, and
of such beneficial owner and (2) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.

            (iii) Notwithstanding anything in the second sentence of paragraph
(1)(ii) of this Section 1.10 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 naming all of the nominees for
Director or specifying the size of the increased Board of Directors made by the
Corporation at least one hundred days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice under this paragraph
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 executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

            (2) Special Meetings of Stockholders. Only such business as shall
have been brought before the special meeting of the stockholders pursuant to the
Corporation's notice of meeting pursuant to Section 1.03 of these By-Laws shall
be conducted at such meeting. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which Directors
are to be elected pursuant to the Corporation's notice of meeting (1) by or at
the direction of the Board of Directors or (2) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures set forth in this Section 1.10 and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation.
Nominations by stockholders of persons for election to the Board of Directors
may be made at such special meeting of stockholders if the stockholder's notice
as required by paragraph (1)(ii) of this Section 1.10 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the one hundred and twentieth day prior to such special meeting and not later
than the close of business on the later of the ninetieth day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the


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Board of Directors to be elected at such meeting. In no event shall the
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

            (3) General. (i) Only persons who are nominated in accordance with
the procedures set forth in this Section 1.10 shall be eligible to serve as
Directors 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 Section 1.10. Except as otherwise provided by law, the
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 in accordance with the
procedures set forth in this Section 1.10 and, if any proposed nomination or
business is not in compliance with this Section 1.10, to declare that such
defective proposal or nomination shall be disregarded.

            (ii) For purposes of this Section 1.10, "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.

            (iii) Notwithstanding the foregoing provisions of this Section 1.10,
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 Section 1.10. Nothing in this Section 1.10 shall be deemed to
affect any rights (A) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, or
(B) of the holders of any series of Preferred Stock, if any, to elect Directors
- if so provided under any applicable Preferred Stock Certificate of Designation
(as defined in the Certificate of Incorporation).

      Section 1.11. Inspectors of Elections. Preceding any meeting of the
stockholders, the Board of Directors shall appoint one or more persons to act as
Inspectors of Elections, and may designate one or more alternate inspectors. In
the event no inspector or alternate is able to act, the person presiding at the
meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of the duties of an inspector,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspector shall:

            (1) ascertain the number of shares outstanding and the voting power
of each;

            (2) determine the shares represented at a meeting and the validity
of proxies and ballots;

            (3)  count all votes and ballots;

            (4) specify the information relied upon to determine the validity of
electronic transmissions in accordance with Section 1.08 hereof;

            (5) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors; and


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            (6) certify his or her determination of the number of shares
represented at the meeting, and his or her count of all votes and ballots;

            (7) the inspector may appoint or retain other persons or entities to
assist in the performance of the duties of inspector; and

            (8) when determining the shares represented and the validity of
proxies and ballots, the inspector shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any information provided in
accordance with Section 1.08 of these By-Laws, ballots and the regular books and
records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
inspector considers other reliable information as outlined in this section, the
inspector, at the time of his or her certification pursuant to (6) of this
section, shall specify the precise information considered, the person or persons
from whom the information was obtained, when this information was obtained, the
means by which the information was obtained, and the basis for the inspector's
belief that such information is accurate and reliable. [Del. GCL (S) 231]

      Section 1.12. Opening and Closing of Polls. The date and time for the
opening and the closing of the polls for each matter to be voted upon at a
stockholder meeting shall be announced at the meeting. The inspector of the
election shall be prohibited from accepting any ballots, proxies or votes or any
revocations thereof or changes thereto after the closing of the polls, unless
the Court of Chancery upon application by a stockholder shall determine
otherwise.

      Section 1.13. No Stockholder Action by Written Consent. Effective as of
the time the Common Stock shall be registered pursuant to the provisions of the
Exchange Act, any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting
of the stockholders of the Corporation, and the ability of the stockholders to
consent in writing to the taking of any action is specifically denied. [Del GCL
(S) 228(a)]

                                   ARTICLE II.

                               BOARD OF DIRECTORS

      Section 2.01. General Powers. Except as may otherwise be provided by law,
by the Certificate of Incorporation or by these By-Laws, the property, affairs
and business of the Corporation shall be managed by or under the direction of
the Board of Directors and the Board of Directors may exercise all the powers of
the Corporation.

      Section 2.02. Number of Directors. Subject to the rights of the holders of
any class or series of Preferred Stock, if any, the number of Directors shall be
fixed from time to time exclusively pursuant to


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a resolution adopted by a majority of the entire Board; provided, however, that
the Board shall at no time consist of fewer than three (3) Directors.

      Section 2.03. Classified Board; Election of Directors. The Directors of
the Corporation, subject to the rights of the holders of shares of any class or
series of preferred stock, shall be classified with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, one class ("Class I") whose initial term expires at the 2000 annual
meeting of stockholders, another class ("Class II") whose initial term expires
at the 2001 annual meeting of stockholders, and another class ("Class III")
whose initial term expires at the 2002 annual meeting of stockholders, with each
class to hold office until its successors are elected and qualified. Except as
otherwise provided in Sections 2.12 and 2.13 of these By-Laws, at each annual
meeting of stockholders of the corporation, and subject to the rights of the
holders of shares of any class or series of preferred stock, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election. [Del. GCL (S) 141(d)]

      Section 2.04. Annual and Regular Meetings. The annual meeting of the Board
of Directors for the purpose of electing officers and for the transaction of
such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders. Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution provide for the holding of regular meetings and fix the
place (which may be within or without the State of Delaware) and the date and
hour of such meetings. Notice of regular meetings need not be given, provided,
however, that if the Board of Directors shall fix or change the time or place of
any regular meeting, notice of such action shall be mailed promptly, or sent by
telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, telegraph, facsimile, electronic
mail or other electronic means, to each Director who shall not have been present
at the meeting at which such action was taken, addressed to him or her at his or
her usual place of business, or shall be delivered to him or her personally.
Notice of such action need not be given to any Director who attends the first
regular meeting after such action is taken without protesting the lack of notice
to him or her, prior to or at the commencement of such meeting, or to any
Director who submits a signed waiver of notice, whether before or after such
meeting.

      Section 2.05. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chief Executive Officer (or, in
the event of his or her absence or disability, by the President or any Vice
President), or by the Chairman of the Board of Directors, at such place (within
or without the State of Delaware), date and hour as may be specified in the
respective notices or waivers of notice of such meetings. Special meetings of
the Board of Directors may be called on twenty-four (24) hours' notice, if
notice is given to each Director personally or by telephone, including a voice
messaging system, or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means, or on five (5) days' notice, if notice is mailed to each Director,
addressed to him or her at his or her usual place of business. Notice of any
special meeting need not be given to any Director who attends such meeting
without protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who


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submits a signed waiver of notice, whether before or after such meeting, and any
business may be transacted thereat.

      Section 2.06. Quorum; Voting. At all meetings of the Board of Directors,
the presence of at least a majority of the total authorized number of Directors
shall constitute a quorum for the transaction of business. Except as otherwise
required by law, the vote of at least a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
provided however, that in accordance with Section 9.9 of the Plan of
Reorganization of John Hancock Mutual Life Insurance Company, dated August 31,
1999 (the "Plan"), the affirmative vote of at least three-fourths (3/4) of the
Directors shall be required to amend the Plan following the effective date of
the reorganization of John Hancock Mutual Life Insurance Company.

      Section 2.07. Adjournment. A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting of the Board of Directors to
another time or place. No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 2.05
of these By-Laws shall be given to each Director.

      Section 2.08. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all members of the Board of Directors consent thereto in writing, and
such writing or writings are filed with the minutes of proceedings of the Board
of Directors.

      Section 2.09. Regulations; Manner of Acting. To the extent consistent with
applicable law, the Certificate of Incorporation and these By-Laws, the Board of
Directors may adopt such rules and regulations for the conduct of meetings of
the Board of Directors and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate. The
Directors shall act only as a Board and the individual Directors shall have no
power as such.

      Section 2.10. Action by Telephonic Communications. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting.

      Section 2.11. Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
Chairman or the Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

      Section 2.12. Removal of Directors. Subject to the rights of the holders
of any class or series of Preferred Stock, if any, to elect additional Directors
under specified circumstances, any Director may be removed at any time, but only
for cause, upon the affirmative vote of the holders of a majority of the
combined voting power of the then outstanding stock of the Corporation entitled
to vote generally in the election of Directors. Any vacancy in the Board of
Directors caused by any such removal may be filled


                                       8
<PAGE>

at such meeting by the stockholders entitled to vote for the election of the
Director so removed. If such stockholders do not fill such vacancy at such
meeting, such vacancy may be filled in the manner provided in Section 2.13 of
these By-Laws.

      Section 2.13. Vacancies and Newly Created Directorships. Subject to the
rights of the holders of any class or series of Preferred Stock, if any, to
elect additional Directors under specified circumstances, and except as provided
in Section 2.12, if any vacancies shall occur in the Board of Directors, by
reason of death, resignation, removal or otherwise, or if the authorized number
of Directors shall be increased, the Directors then in office shall continue to
act, and such vacancies and newly created directorships may be filled by a
majority of the Directors then in office, although less than a quorum. A
Director elected to fill a vacancy or a newly created directorship shall hold
office until his successor has been elected and qualified or until his earlier
death, resignation or removal. [Del. GCL (S) 223(a)]

      Section 2.14. Compensation. The amount, if any, which each Director shall
be entitled to receive as compensation for such Director's services as such
shall be fixed from time to time by resolution of the Board of Directors.

      Section 2.15. Reliance on Accounts and Reports, etc. A Director, or a
member of any committee designated by the Board of Directors shall, in the
performance of such Director's duties, be fully protected in relying in good
faith upon the records of the Corporation and upon information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or committees designated by the Board of Directors, or by
any other person as to the matters the member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

                                  ARTICLE III.

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

      Section 3.01. Standing Committees. The Board of Directors shall have the
following standing committees, each consisting of not less than three Directors,
as shall be determined by the Board:

                    Compensation Committee
                    Audit Committee

      Section 3.02. Designation of Members and Chairmen of Standing Committees.
At the annual meeting each year the Board of Directors, by resolution adopted by
a majority of the then authorized number of Directors, shall designate from
among the Directors the members of the standing committees and from among the
members of each such committee a chairman thereof, who shall serve as such, at
the pleasure of the Board, so long as they shall continue in office as Directors
until the next annual meeting of the Board of Directors and thereafter until the
appointment of their successors. The Board may by similar resolution designate
one or more Directors as alternate members of such committees, who may replace
any absent member or members at any meeting of such committees, but no officer
Director may be designated as an alternate member of the Audit Committee or the
Compensation Committee. Vacancies in the membership or chairmanship of any
standing committee may be filled in the same


                                       9
<PAGE>

manner as original designations at any regular or special meeting of the Board,
and the chief executive officer may designate from among the remaining members
of any standing committee whose chairmanship is vacant a chairman who shall
serve until a successor is designated by the Board.

      Section 3.03. Notices of Times of Meetings of Standing Committees and
Presiding Officers. Meetings of each standing committee shall be held upon call
of the chief executive officer, or upon call of the chairman of such standing
committee or two members of such standing committee. Meetings of each standing
committee may also be held at such other times as it may determine. Meetings of
a standing committee shall be held at such places and upon such notice as it
shall determine or as shall be specified in the calls of such meetings. Any such
chairman, if present, or such member or members of each committee as may be
designated by the chief executive officer shall preside at meetings thereof or,
in the event of the absence or disability of any thereof or failing such
designation, the committee shall select from among its members present a
presiding officer. Meetings of a standing committee may be attended by Directors
who are not members of such committee unless the chairman of such committee
requests otherwise.

      Section 3.04. Other Committees. The Board of Directors may designate one
or more other committees, each such committee to consist of such number of
Directors as from time to time may be fixed by the Board of Directors. The Board
of Directors may designate one or more Directors as alternate members of any
such committee, who may replace any absent or disqualified member or members at
any meeting of such committee. Thereafter, members (and alternate members, if
any) of each such committee may be designated at the annual meeting of the Board
of Directors. Any such committee may be abolished or re-designated from time to
time by the Board of Directors. Each member (and each alternate member) of any
such committee (whether designated at an annual meeting of the Board of
Directors or to fill a vacancy or otherwise) shall hold office until his or her
successor shall have been designated or until he or she shall cease to be a
Director, or until his or her earlier death, resignation or removal.

      Section 3.05. Powers. Each committee, except as otherwise provided in this
section, shall have and may exercise such powers of the Board of Directors as
may be provided by resolution or resolutions of the Board of Directors. However,
no committee shall have the power or authority:

            (1) to approve or adopt, or recommend to the stockholders, any
action or matter expressly required by the General Corporation Law to be
submitted to the stockholders for approval; or

            (2)  to adopt, amend or repeal the By-Laws of the Corporation.

      Any committee may be granted by the Board of Directors power to authorize
the seal of the Corporation to be affixed to any or all papers which may require
it.

      Section 3.06. Proceedings. Each such committee may fix its own rules of
procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time. Each such committee shall keep minutes of its proceedings and


                                       10
<PAGE>

shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following any such proceedings.

      Section 3.07. Quorum and Manner of Acting. Except as may be otherwise
provided in the resolution creating such committee, at all meetings of any
committee, the presence of members (or alternate members) constituting a
majority of the total authorized membership of such committee shall constitute a
quorum for the transaction of business. The act of the majority of the members
present at any meeting at which a quorum is present shall be the act of such
committee. Any action required or permitted to be taken at any meeting of any
such committee may be taken without a meeting, if all members of such committee
shall consent to such action in writing and such writing or writings are filed
with the minutes of the proceedings of the committee. The members of any such
committee shall act only as a committee, and the individual members of such
committee shall have no power as such.

      Section 3.08. Action by Telephonic Communications. Members of any
committee designated by the Board of Directors may participate in a meeting of
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.

      Section 3.09. Absent or Disqualified Members. In the absence or
disqualification of a member of any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.

      Section 3.10. Resignations. Any member (and any alternate member) of any
committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Board of Directors or the Chairman. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

      Section 3.11. Removal. Any member (and any alternate member) of any
committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors.

      Section 3.12. Vacancies. If any vacancy shall occur in any committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the Board of Directors.

                                   ARTICLE IV.

                                    OFFICERS

      Section 4.01. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board, Chief Executive
Officer, President, one or more Vice Presidents, Chief Financial Officer, a
Secretary and a Treasurer. The Board of Directors also may elect one or more


                                       11
<PAGE>

Assistant Secretaries and Assistant Treasurers in such numbers as the Board of
Directors may determine. Any number of offices may be held by the same person.
No officer need be a Director of the Corporation.

      Section 4.02. Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers may be elected and qualified at any regular or special meeting of the
Board of Directors. Each officer shall hold office until his successor has been
elected and qualified, or until his or her earlier death, resignation or
removal.

      Section 4.03. Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

      Section 4.04. Removal and Resignation; Vacancies. Any officer may be
removed for or without cause at any time by the Board of Directors. Any officer
may resign at any time by delivering a written notice of resignation, signed by
such officer, to the Board of Directors or the Chief Executive Officer. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, shall be filled as determined by the Board of Directors.

      Section 4.05. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these By-Laws or in a resolution of the Board
of Directors, except that in any event each officer shall exercise such powers
and perform such duties as may be required by law.

      Section 4.06. The Chairman. The Directors shall elect from among the
members of the Board a "Chairman" of the Board. The Chairman shall have such
duties and powers as set forth in these By-Laws or as shall otherwise be
conferred upon the Chairman from time to time by the Board. The Chairman shall
preside over all meetings of the Stockholders and the Board.

      Section 4.07. The Chief Executive Officer. The Chief Executive Officer
shall have general control and supervision of the policies and operations of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He or she shall manage and administer the
Corporation's business and affairs and shall also perform all duties and
exercise all powers usually pertaining to the office of a chief executive
officer of a corporation. He or she shall have the authority to sign, in the
name and on behalf of the Corporation, checks, orders, contracts, leases, notes,
drafts and other documents and instruments in connection with the business of
the Corporation, and together with the Secretary or an Assistant Secretary,
conveyances of real estate and other documents and instruments to which the seal
of the Corporation is affixed. He or she shall have the authority to cause the
employment or appointment of such employees and agents of the Corporation as the
conduct of the business of the Corporation may require, to fix their
compensation, and to remove or suspend any employee or agent elected or
appointed by the Chief Executive Officer or the Board of Directors. The


                                       12
<PAGE>

Chief Executive Officer shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

      Section 4.08. The President. The President, subject to the authority of
the Chief Executive Officer, shall be the Chief Operating Officer of the Company
and shall have primary responsibility for, and authority with respect to, the
management of the day-to-day business and affairs of the Company. He or she
shall have the authority to sign, in the name and on behalf of the Corporation,
checks, orders, contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Corporation, and together
with the Secretary or an Assistant Secretary, conveyances of real estate and
other documents and instruments to which the seal of the Corporation is affixed.
The President shall have the authority to cause the employment or appointment of
such employees and agents of the Company as the conduct of the business of the
Company may require, to fix their compensation, and to remove or suspend any
employee or agent elected or appointed by the President.

      Section 4.09. The Vice President. The Vice Presidents, if any, shall have
such designations (including, without limitation, Senior Vice President, Vice
President and Second Vice president) and shall perform such other duties and
have such other powers as the Board or the Chief Executive Officer or President
may from time to time prescribe.

      Section 4.10. The Secretary. The Secretary shall have the following powers
and duties, except as may be otherwise determined by the Board of Directors:

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

            (2) he or she shall cause all notices to be duly given in accordance
with the provisions of these By-Laws and as required by law.

            (3) whenever any committee shall be appointed pursuant to a
resolution of the Board of Directors, he or she shall furnish a copy of such
resolution to the members of such committee.

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

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

            (6) he or she shall have charge of the stock books and ledgers of
the Corporation and shall cause the stock and transfer books to be kept in such
manner as to show at any time the number of shares of stock of the Corporation
of each class issued and outstanding, the names (alphabetically


                                       13
<PAGE>

arranged) and the addresses of the holders of record of such shares, the number
of shares held by each holder and the date as of which each became such holder
of record.

            (7) he or she shall sign (unless the Chief Financial Officer, the
Treasurer, an Assistant Treasurer or Assistant Secretary shall have signed)
certificates representing shares of the Corporation, the issuance of which shall
have been authorized by the Board of Directors.

            (8) he or she shall perform, in general, all duties incident to the
office of secretary and such other duties as may be specified in these By-Laws
or as may be assigned to him or her from time to time by the Board of Directors,
or the President.

      Section 4.11. The Chief Financial Officer. The Chief Financial Officer of
the Corporation shall have the following powers and duties:

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

            (2) he or she shall cause the moneys and other valuable effects of
the Corporation to be deposited in the name and to the credit of the Corporation
in such banks or trust companies or with such bankers or other depositaries as
shall be selected in accordance with Section 8.05 of these By-Laws.

            (3) he or she shall cause the moneys of the Corporation to be
disbursed by checks or drafts (signed as provided in Section 8.06 of these By-
Laws) upon the authorized depositaries of the Corporation and cause to be taken
and preserved proper vouchers for all moneys disbursed.

            (4) he or she shall render to the Board of Directors, the Chief
Executive Officer or the President, whenever requested, a statement of the
financial condition of the Corporation and of all his or her transactions as
Chief Financial Officer, and render a full financial report at the annual
meeting of the stockholders, if called upon to do so.

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

            (6) he or she may sign (unless the Treasurer, an Assistant Treasurer
or the Secretary or an Assistant Secretary shall have signed) certificates
representing stock of the Corporation, the issuance of which shall have been
authorized by the Board of Directors.

            (7) he or she shall perform, in general, all duties as may be
specified in these By-Laws or as may be assigned to him or her from time to time
by the Board of Directors, the Chief Executive Officer or the President.


                                       14
<PAGE>

      Section 4.12. The Treasurer. The Treasurer shall perform such duties and
exercise such powers as may be assigned to him or her from time to time by the
Chief Financial Officer. In the absence of the Chief Financial Officer, the
duties of the Chief Financial Officer shall be performed and his or her powers
may be exercised by the Treasurer; subject in any case to review and superseding
action by the Board of Directors or the Chief Executive Officer.

      Section 4.13. Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
Board of Directors. The Board of Directors from time to time may delegate to any
officer or agent the power to appoint subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and duties. Any
such officer or agent may remove any such subordinate officer or agent appointed
by him or her, for or without cause.

      Section 4.14. Security. The Board of Directors may require any officer,
agent or employee of the Corporation to provide security for the faithful
performance of his or her duties, in such amount and of such character as may be
determined from time to time by the Board of Directors.

                                   ARTICLE V.

                                  CAPITAL STOCK

      Section 5.01. Certificates of Stock, Uncertificated Shares. The shares of
the Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution or resolutions that some or all of any or
all classes or series of the stock of the Corporation shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until each such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock in the Corporation represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of, the Corporation, by the Chief
Executive Officer, the President or a Vice President, and by the Chief Financial
Officer, the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, representing the number of shares registered in certificate
form. Such certificate shall be in such form as the Board of Directors may
determine, to the extent consistent with applicable law, the Certificate of
Incorporation and these By-Laws. [Del. GCL (S) 158]

      Section 5.02. Signatures; Facsimile. All of such signatures on the
certificate referred to in Section 5.01 of these By-Laws may be a facsimile,
engraved or printed, to the extent permitted by law. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

      Section 5.03. Lost, Stolen or Destroyed Certificates. The Board of
Directors, or the Chief Financial Officer, Treasurer or other officer as
authorized by the Board of Directors, may direct that a


                                       15
<PAGE>

new certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon delivery to the
Board of Directors, or the Chief Financial Officer, Treasurer or other officer
as authorized by the Board of Directors, of an affidavit of the owner or owners
of such certificate, setting forth such allegation. The Board of Directors, or
the Chief Financial Officer, Treasurer or other officer as authorized by the
Board of Directors, may require the owner of such lost, stolen or destroyed
certificate, or his or her legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.

      Section 5.04. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law
of the State of Delaware. Subject to the provisions of the Certificate of
Incorporation and these By-Laws, the Board of Directors may prescribe such
additional rules and regulations as it may deem appropriate relating to the
issue, transfer and registration of shares of the Corporation.

      Section 5.05. Record Date. In order to determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date on which the resolution fixing the record date
is adopted by the Board of Directors, and which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

      In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
of the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

      Section 5.06. Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the


                                       16
<PAGE>

transfer if, when the certificates are presented to the Corporation for transfer
or uncertificated shares are requested to be transferred, both the transferor
and transferee request the Corporation to do so.

      Section 5.07. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents and one or more registrars, and may require
all certificates representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI.

                                 INDEMNIFICATION

      Section 6.01. Nature of Indemnity. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was or has agreed to become a director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer, of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, and may indemnify any person who was or
is a party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that he or she is or was or has agreed to
become an employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her or on his or her
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful; except that in the case of an action or
suit by or in the right of the Corporation to procure a judgment in its favor
(1) such indemnification shall be limited to expenses (including attorneys'
fees) actually and reasonably incurred by such person in the defense or
settlement of such action or suit, and (2) no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. Notwithstanding the foregoing,
but subject to Section 6.05 of these By- Laws, the Corporation shall not be
obligated to indemnify a director or officer of the Corporation in respect of a
Proceeding (or part thereof) instituted by such director or officer, unless such
Proceeding (or part thereof) has been authorized by the Board of Directors.

      The termination of any action, suit or proceeding by judgment, order
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to


                                       17
<PAGE>

the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

      Section 6.02. Successful Defense. To the extent that a present or former
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
6.01 hereof or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

      Section 6.03. Determination that Indemnification is Proper. Any
indemnification of a present or former director or officer of the Corporation
under Section 6.01 hereof (unless ordered by a court) shall be made by the
Corporation unless a determination is made that indemnification of the present
or former director or officer is not proper in the circumstances because he or
she has not met the applicable standard of conduct set forth in Section 6.01
hereof. Any indemnification of a present or former employee or agent of the
Corporation under Section 6.01 hereof (unless ordered by a court) may be made by
the Corporation upon a determination that indemnification of the present or
former employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Section 6.01 hereof. Any
such determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
Directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such Directors designated by
majority vote of such Directors, even though less than a quorum, or (3) if there
are no such Directors, or if such Directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.

      Section 6.04. Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article. Such expenses (including attorneys' fees) incurred by former
Directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate. The Board of
Directors may authorize the Corporation's counsel to represent such director,
officer, employee or agent in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

      Section 6.05. Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer of the Corporation under Sections 6.01
and 6.02, or advance of costs, charges and expenses to a director or officer
under Section 6.04 of these By-Laws, shall be made promptly, and in any event
within thirty (30) days, upon the written request of the director or officer. If
a determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Article VI is required, and the Corporation
fails to respond within sixty (60) days to a written request for indemnity, the
Corporation shall be deemed to have approved such request. If the Corporation
denies a written request for indemnity or advancement of expenses, in whole or
in part, or if payment in full pursuant to such request is not made within
thirty (30) days, the right to indemnification or advances as granted by


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this Article VI shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of costs, charges and expenses under Section 6.04 of these
By-Laws where the required undertaking, if any, has been received by the
Corporation) that the claimant has not met the standard of conduct set forth in
Section 6.01 of these By-Laws, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, its independent legal counsel, and its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 6.01 of these By-Laws, nor
the fact that there has been an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel, and its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

      Section 6.06. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit or
proceeding previously or thereafter brought or threatened based in whole or in
part upon any such state of facts. Such a "contract right" may not be modified
retroactively without the consent of such director, officer, employee or agent.

      The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

      Section 6.07. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person or on such person's behalf in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article VI.

      Section 6.08. Severability. If this Article VI or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by


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or in the right of the Corporation, to the fullest extent permitted by any
applicable portion of this Article VI that shall not have been invalidated and
to the fullest extent permitted by applicable law.

                                  ARTICLE VII.

                                     OFFICES

      Section 7.01. Registered Office. The registered office of the Corporation
in the State of Delaware shall be located at Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle.

      Section 7.02. Other Offices. The Corporation may maintain offices or
places of business at such other locations within or without the State of
Delaware as the Board of Directors may from time to time determine or as the
business of the Corporation may require.

                                  ARTICLE VIII.

                               GENERAL PROVISIONS

      Section 8.01. Dividends. Subject to any applicable provisions of law and
the Certificate of Incorporation, dividends upon the shares of the Corporation
may be declared by the Board of Directors at any regular or special meeting of
the Board of Directors and any such dividend may be paid in cash, property, or
shares of the Corporation's capital stock.

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

      Section 8.02. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may similarly modify or abolish any such reserve.

      Section 8.03. Execution of Instruments. The Chief Executive Officer, the
President, any Senior Vice President, Vice President or Second Vice President,
the Secretary, the Chief Financial Officer or the Treasurer may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors the Chief Executive Officer or the President
may


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<PAGE>

authorize any other officer or agent to enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation. Any such
authorization may be general or limited to specific contracts or instruments.

      Section 8.04. Corporate Indebtedness. No loan shall be contracted on
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors or the Chief Executive
Officer. Such authorization may be general or confined to specific instances.
Loans so authorized may be effected at any time for the Corporation from any
bank, trust company or other institution, or from any firm, corporation or
individual. All bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation issued for such loans shall be made, executed
and delivered as the Board of Directors or the Chief Executive Officer shall
authorize. When so authorized by the Board of Directors or the Chief Executive
Officer, any part of or all the properties, including contract rights, assets,
business or good will of the Corporation, whether then owned or thereafter
acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in
trust as security for the payment of such bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation, and of the interest
thereon, by instruments executed and delivered in the name of the Corporation.

      Section 8.05. Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors or the Chief Executive Officer, or by such
officers or agents as may be authorized by the Board of Directors or the Chief
Executive Officer to make such determination.

      Section 8.06. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the Board of Directors or the Chief
Executive Officer from time to time may determine.

      Section 8.07. Sale, Transfer, etc. of Securities. To the extent authorized
by the Board of Directors or by the Chief Executive Officer, the President, any
Senior Vice President, Vice President or Second Vice President, the Secretary,
the Chief Financial Officer or the Treasurer or any other officers designated by
the Board of Directors or the Chief Executive Officer may sell, transfer,
endorse, and assign any shares of stock, bonds or other securities owned by or
held in the name of the Corporation, and may make, execute and deliver in the
name of the Corporation, under its corporate seal, any instruments that may be
appropriate to effect any such sale, transfer, endorsement or assignment.

      Section 8.08. Voting as Stockholder. Unless otherwise determined by
resolution of the Board of Directors, the Chief Executive Officer, the President
or any Vice President shall have full power and authority on behalf of the
Corporation to attend any meeting of stockholders of any corporation in which
the Corporation may hold stock, and to act, vote (or execute proxies to vote)
and exercise in person or by proxy all other rights, powers and privileges
incident to the ownership of such stock. Such officers acting on behalf of the
Corporation shall have full power and authority to execute any instrument
expressing consent to or dissent from any action of any such corporation without
a meeting. The Board of Directors may by resolution from time to time confer
such power and authority upon any other person or persons.


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<PAGE>

      Section 8.09. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of January of each year (except for the Corporation's
first fiscal year which shall commence on the date of incorporation) and shall
terminate in each case on December 31.

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

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

                                   ARTICLE IX.

                              AMENDMENT OF BY-LAWS

      Section 9.01. Amendment. These By-Laws may be amended, altered or repealed

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

            (2) at any regular or special meeting of the stockholders upon the
affirmative vote of the holders of two-thirds (2/3) or more of the combined
voting power of the outstanding shares of the Corporation entitled to vote
generally in the election of Directors if, in the case of such special meeting
only, notice of such amendment, alteration or repeal is contained in the notice
or waiver of notice of such meeting.

      Notwithstanding the foregoing, the proviso to Section 2.06 of these
By-Laws may be amended, altered or repealed only to the extent necessary to
reflect an amendment of Section 9.9 of the Plan and only with the affirmative
vote of the same number of Directors as was required under the Plan for such
amendment.

                                   ARTICLE X.

                                  CONSTRUCTION

      Section 10.01. Construction. In the event of any conflict between the
provisions of these By-Laws as in effect from time to time and the provisions of
the Certificate of Incorporation of the Corporation as in effect from time to
time, the provisions of such Certificate of Incorporation shall be controlling.


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