<PAGE>
                         AMENDED AND RESTATED BY-LAWS

                                      of

                       MARVEL ENTERTAINMENT GROUP, INC.

















                            as of August 13, 1997
                       (Supersedes -September 11, 1996)

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                               TABLE OF CONTENTS
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Section                                                                                                  Page

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ARTICLE I  OFFICES       ................................................................................  1

         SECTION  1.1  Offices...........................................................................  1


ARTICLE II  MEETINGS OF STOCKHOLDERS.....................................................................  1

         SECTION 2.2  Annual Meetings....................................................................  1
         SECTION 2.2  Special Meetings...................................................................  1
         SECTION 2.3  Notice of Meeting..................................................................  1
         SECTION 2.4  Adjournments.......................................................................  2
         SECTION 2.5  Quorum and Manner of Acting........................................................  2
         SECTION 2.6  Organization of Meetings...........................................................  2
         SECTION 2.7  Order of Business..................................................................  3
         SECTION 2.8  Voting.............................................................................  3
         SECTION 2.9  Consent in Lieu of Meeting.........................................................  4
         SECTION 2.10  List of Stockholders..............................................................  4
         SECTION 2.11  Inspectors........................................................................  5


ARTICLE III  BOARD OF DIRECTORS..........................................................................  5

         SECTION 3.1  General Powers.....................................................................  5
         SECTION 3.2  Number and Term of Office..........................................................  5
         SECTION 3.3  Election...........................................................................  5
         SECTION 3.4  Meetings...........................................................................  5
         SECTION 3.5  Compensation.......................................................................  7
         SECTION 3.6  Resignation, Removal and Vacancies.................................................  7


ARTICLE IV  COMMITTEES...................................................................................  8

         SECTION 4.1 Number, Appointment, Term of Office.................................................  8
         SECTION 4.2  Functions and Powers...............................................................  8
         SECTION 4.3  Rules..............................................................................  9

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ARTICLE V  OFFICERS......................................................................................  9

         SECTION 5.1  Election and Appointment and Term of Office........................................  9
         SECTION 5.2  Resignation, Removal and Vacancies.................................................  9
         SECTION 5.3  Duties and Functions............................................................... 10


ARTICLE VI  WAIVER OF NOTICES; PLACE OF MEETINGS......................................................... 12


         SECTION 6.1  Waiver of Notices.................................................................. 12
         SECTION 6.2  Place of Meetings.................................................................. 12


ARTICLE VII  EXECUTION AND DELIVERY OF DOCUMENTS; DEPOSITS; PROXIES; BOOKS AND RECORDS................... 12

         SECTION 7.1  Execution and Delivery of Documents; Delegation.................................... 12
         SECTION 7.2  Deposits........................................................................... 12
         SECTION 7.3  Proxies in Respect of Stock or Other Securities of Other Corporations.............. 13
         SECTION 7.4  Books and Records.................................................................. 13


ARTICLE VIII  CERTIFICATES; STOCK RECORD; TRANSFER AND REGISTRATION; NEW CERTIFICATES; RECORD
         DATE, ETC....................................................................................... 13

         SECTION 8.1  Certificates for Stock............................................................. 13
         SECTION 8.2  Stock Record....................................................................... 14
         SECTION 8.3  Transfer and Registration of Stock................................................. 14
         SECTION 8.4  New Certificates................................................................... 14
         SECTION 8.5  Regulations........................................................................ 14
         SECTION 8.6  Fixing Date for Determination of Stockholders of Record............................ 15

ARTICLE IX  SEAL......................................................................................... 15


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         SECTION 9.1  Seal............................................................................... 15


ARTICLE X  FISCAL YEAR................................................................................... 15

         SECTION 10.1  Fiscal Year....................................................................... 15


ARTICLE XI  AMENDMENTS................................................................................... 15

         SECTION 11.1  Amendments........................................................................ 15


ARTICLE XII  SUBJECT TO LAW.............................................................................. 16

         SECTION 12.1  Subject to Law.................................................................... 16


ARTICLE XIII  INDEMNIFICATION ........................................................................... 16
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Section                                                                                                  Page

         <S>                                                                                              <C>
         SECTION 13.1  Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or
                  in the Right of the Corporation........................................................ 16
         SECTION 13.2  Power to Indemnify in Actions, Suits or Proceedings by or in the Right of
                  the Corporation........................................................................ 16
         SECTION 13.3  Authorization of Indemnification.................................................. 17
         SECTION 13.4  Good Faith Defined................................................................ 17
         SECTION 13.5  Indemnification by a Court........................................................ 18
         SECTION 13.6  Expenses Payable in Advance....................................................... 18
         SECTION 13.7  Nonexclusivity of Indemnification and Advancement of Expenses..................... 19
         SECTION 13.8  Insurance .........................................................................19
         SECTION 13.9  Certain Definitions ...............................................................19
         SECTION 13.10  Survival of Indemnification and Advancement of Expenses.......................... 20
         SECTION 13.11  Limitation on Indemnification.................................................... 20
         SECTION 13.12  Indemnification of Employees and Agents.......................................... 20





                                     iii
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ARTICLE XIV  INTERESTED DIRECTORS........................................................................ 20

         SECTION 14.1  Interested Directors; Quorum...................................................... 20
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                                      iv
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                                   ARTICLE I

                                    Offices

SECTION 1.1  Offices.  Marvel Entertainment Group, Inc. (the "Corporation") may
have offices either within or without the State of Delaware. The registered
office of the Corporation and the name of the registered agent of the
Corporation are as is set forth in the Certificate of Incorporation of the
Corporation, or as may subsequently be or have been changed by resolution of
the Board of Directors (the "Board").


                                  ARTICLE II

                           Meetings of Stockholders

         SECTION 2.2 Annual Meetings. An annual meeting of the stockholders of
the Corporation for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held on such
date as the Board may from time to time determine, and at such place and hour
as shall be designated by the Board in the notice thereof.

         SECTION 2.2 Special Meetings. A special meeting of the stockholders
for any purpose or purposes may be called at any time by the Board, or by any
committee of the Board which has been duly designated by the Board and whose
powers and authority, as expressly provided in a resolution of the

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Board, include the power to call such meetings, and such meeting shall he held
on such date and at such place and hour as shall be designated in the notice
thereof.

         SECTION 2.3 Notice of Meeting. Notice of each meeting of the
stockholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder of record entitled to notice of, or to
vote at, such meeting by delivering a typewritten or printed notice thereof to
such stockholder personally or by depositing such notice in the United States
mail, postage prepaid, directed to such stockholder at his address as it
appears on the stock record of the Corporation. Every such notice shall state
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.

         SECTION 2.4 Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. 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.

         SECTION 2.5 Quorum and Manner of Acting. The presence in person or by
proxy of stockholders holding of record a majority of the shares of stock of
the Corporation entitled to be voted shall constitute a quorum for the
transaction of business at any meeting of the stockholders. In the absence of
a quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and
entitled to vote thereof, or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting, may adjourn such meeting from time to time in the manner
provided in Section 2.4 until

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stockholders holding the amount of stock requisite for a quorum shall be
present in person or by proxy. The absence from any meeting in person or by
proxy of stockholders holding the number of shares of stock of the Corporation
required for action upon any given matter, shall not prevent action at such
meeting upon any other matter which may properly come before the meeting if
there shall be present thereof, in person or by proxy, stockholders holding
the number of shares of stock of the Corporation required in respect of such
other matter.

         SECTION 2.6 Organization of Meetings. At each meeting of the
stockholders, one of the following shall act as chairman of the meeting and
preside thereat, in the following order of precedence:

            (a) the Chairman of the Board, or, if he is not present or if no
person holds such office, any officer of the Corporation designated by the
Board; or

            (b) any officer of the Corporation designated by a majority in
voting interest of the stockholders present in person or by proxy and entitled
to vote thereat.

The person whom the chairman of the meeting shall appoint, shall act as
secretary of the meeting and keep the minutes thereof.

         SECTION 2.7 Order of Business. The order of business at each meeting
of the stockholders shall be determined by the chairman of the meeting, but
such order of business may be changed by a majority in voting interest of
those present in person or by proxy at such meeting and entitled to vote
thereat.

         SECTION 2.8 Voting. Each stockholder shall, at each meeting of the
stockholders, be entitled to one vote in person or by proxy for each share of
stock of the Corporation which has voting power on the matter in question held
by him and registered in his name on the stock record of the Corporation:

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            (a) on the date fixed pursuant to the provisions of Section 8.6 of
Article VIII of these By-Laws as the record date for the determination of
stockholders who shall be entitled to receive notice of and to vote at such
meeting; or

            (b) if no record date shall have been so fixed, then at the close
of business on the day next preceding the day on which notice of the meeting
shall be given or, if notice of the meeting shall be waived, at the close of
business on the day next preceding the day on which the meeting shall be held,
or if no record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting shall have been fixed, the
day on which the first written consent is expressed.

Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Any vote of stock of the Corporation may be given at any meeting of
the stockholders by the person entitled to vote the same in person or by proxy
appointed by an instrument in writing delivered to the secretary of the
meeting; provided, however, that no proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period. The
attendance at any meeting of a stockholder who may theretofore have given a
proxy shall not have the effect of revoking the same unless he shall in
writing so notify the secretary of the meeting prior to voting of the proxy.
At all meetings of stockholders for the election of directors a plurality of
the votes cast shall be sufficient to elect. All other elections and questions
shall, unless otherwise provided by law, the certificate of incorporation or
these bylaws, be decided by the vote of the holders of shares of stock having
a majority of the votes which could be cast by the holders of all shares of
stock entitled to vote thereon which are present in person or represented by
proxy at the meeting. Unless otherwise directed by the chairman of the
meeting, the vote at any meeting of the stockholders on any question need not
be by 

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ballot. On a vote by ballot, each ballot shall be signed by the stockholder
voting, or by his proxy if there be such proxy, and shall state the number of
shares voted.

         SECTION 2.9 Consent in Lieu of Meeting. Anything herein to the
contrary notwithstanding, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken at
any annual or special meeting of such stockholders or may be taken without a
meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and any certificate filed with respect to such matter shall state that such
written notice has been given.

         SECTION 2.10 List of Stockholders. It shall be the duty of the
officer of the Corporation who shall have charge of the stock ledger of
record, either directly or through another officer of the Corporation or agent
thereof, to prepare and make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours for a period of at least 10
days prior to the meeting, either at the place where the meeting is to be held
or at such other place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting. Such 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. The stock
record shall be the only evidence as to who are the stockholders entitled to
examine the stock record, such list 

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or the books of the Corporation or to vote in person or by proxy at any
meeting of the stockholders.

         SECTION 2.11 Inspectors. Either the Board or, in the absence of a
designation of inspectors by the Board, the chairman of the meeting may, in
its or his discretion, appoint two or more inspectors, who need not be
stockholders, who shall receive and take charge of ballots and proxies and
decide all questions relating to the qualification of those asserting the
right to vote and the validity of ballots and proxies. In the event of the
failure or refusal to serve of any inspector designated by the Board, the
chairman of the meeting shall appoint an inspector to act in place of each
such inspector designated by the Board. In the absence of a designation of
inspectors by the Board and the chairman of the meeting, the secretary of the
meeting shall perform the duties which would otherwise have been performed by
the inspectors.


                                  ARTICLE III

                              Board of Directors

         SECTION 3.1 General Powers. The property, business, affairs and
policies of the Corporation shall be managed by or under the direction of the
Board.

         SECTION 3.2 Number and Term of Office. The number of directors which
shall constitute the Board shall be nine or such other number as shall be
fixed from time to time by a vote of a majority of the Board. Each of the
directors of the Corporation shall hold office until the annual meeting after
his election and until his successor shall be elected and shall qualify or
until his earlier death or resignation or removal in the manner hereinafter
provided.

         SECTION 3.3 Election. Except as provided in Section 3.6 of this
Article III, directors shall be elected by a plurality of the votes cast at
annual meetings of stockholders, and each director so elected shall hold
office until the next annual meeting and until his successor is duly 

                                      6
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elected and qualified, or until his earlier resignation or removal. Directors
need not be stockholders of the corporation or residents of the State of
Delaware.

         SECTION 3.4 Meetings. (a) Regular Meetings. Regular meetings of the
Board or any committee thereof shall be held as the Board or such committee
thereof shall from time to time determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day, shall be postponed
until the next succeeding business day.

            (b) Special Meetings. Special meetings of the Board, at which any
and all business may be transacted, shall be held whenever called by
President, Chairman or any two directors.

            (c) Notice of Meetings. No notice of regular meetings of the Board
or of any committee thereof or of any adjourned meeting thereof need be given.
Notice shall be given to each director of each special meeting of the Board or
adjournment thereof, including the time and place thereof. Notice of each such
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business, at least two days before the day on which such
meeting is to be held, or shall be sent to him at such place by facsimile,
telegraph, cable, wireless or other form of recorded communication, or be
delivered personally or by telephone not later than the day before the day on
which such meeting is to be held, but notice need not be given to any director
who shall attend such meeting. A written waiver of notice, signed by the
person entitled thereto, whether before or after the time of the meeting
stated therein, shall be deemed equivalent to notice. The purposes of a
meeting of the Board or any committee thereof need not be specified in the
notice thereof.

            (d) Time and Place of Meetings. Regular meetings of the Board or
any committee thereof shall be held at such time or times and place or places
as the Board or such committee may from time to time determine. Each special

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meeting of the Board or any committee thereof shall be held at such time and
place as the caller or callers thereof may determine. In the absence of such a
determination, each regular meeting or special meeting of the Board or any
committee thereof shall be held at such time and place as shall be designated
in the notices or waiver of notices thereof.

            (e) Quorum and Manner of Acting. A majority of the directors then
in office and a majority of the members of any committee shall be present in
person at any meeting thereof in order to constitute a quorum for the
transaction of business at such meeting and the vote of a majority of the
directors present at any such meeting at which a quorum is present shall be
necessary for the passage of any resolution or for an act to be the act of the
Board or such committee. In the absence of a quorum, a majority of the
directors present thereat may adjourn such meeting from time to time until a
quorum shall be present thereat. Notice of any adjourned meeting need not be
given.

            (f) Organization of Meetings. At each meeting of the Board, the
Chairman of the Board or, if he is not present or if no person holds such
office, any director chosen by a majority of the directors present thereat
shall act as chairman of the meeting and preside thereat. The person whom the
chairman of the meeting shall appoint shall act as secretary of such meeting
and keep the minutes thereof. The order of business at each meeting of the
Board shall be determined by the chairman of such meeting.

            (g) Consent in Lieu of Meetings. Anything herein to the contrary
notwithstanding, any action required or permitted to be taken at any meeting
of the Board or any committee thereof, may be taken without a meeting if all
members of the Board or such committee, as the case may be, consent thereto in
a writing or writings and such writing or writings are filed with the minutes
of the proceedings of the Board or such committee.

            (h) Action by Communications Equipment. The directors may
participate in a meeting of the Board or any 

                                      8
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committee thereof by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other and such participation shall constitute presence in person at such
meeting.

         SECTION 3.5 Compensation. Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum and such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from to time determine. The Board may
likewise provide that the Corporation shall reimburse each director or member
of a committee for any expenses incurred by him on account of his attendance
at any such meeting. Nothing contained in this Section shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

         SECTION 3.6 Resignation, Removal and Vacancies. Any director may
resign at any time by giving written notice of his resignation to the Board.
Any such resignation shall take effect at the time specified therein or, if
the time when it shall become effective shall not be specified therein, when
accepted by the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.

         Any director may be removed at any time for cause or without cause by
vote of the holders of a majority in voting interest of shares then entitled
to vote at an election of directors. The vacancy in the Board caused by any
such removal may be filled by the stockholders at such meeting or as provided
in the next paragraph of these By-Laws. Any director may also be removed at
any time for cause by vote of a majority of the Board.

         In the case of any vacancy on the Board or in the case of any newly
created directorship, a director to fill the vacancy or the newly created
directorship for the unexpired portion of the term being filled may be elected
by a majority of the directors of the Corporation then in office, 

                                      9
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though less than a quorum, or by a sole remaining director. The director
elected to fill such vacancy shall hold office for the unexpired term in
respect of which such vacancy occurred and until his successor shall be
elected and shall qualify or until his earlier death or resignation or removal
in the manner herein provided.


                                  ARTICLE IV

                                  Committees

         SECTION 4.1 Number, Appointment, Term of Office. The Board may
designate one or more committees, each committee to consist of one or more
directors then in office. Each member of any committee shall continue as such
only so long as he remains a director and may be removed at any time, with or
without cause, by the Board. 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.

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

         SECTION 4.2 Functions and Powers. Subject to applicable law and the
By-Laws, each committee shall have such functions and powers as the Board
shall deem advisable and, subject to any limitations or restrictions which may
be prescribed by resolution of the Board, any such committee, including an
Executive Committee, if one is designated, shall have and may exercise all the
powers and authority of the Board in the management of the business and
affairs of the Corporation, including the power and authority to declare
dividends and to authorize the issuance of stock of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, 

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however, that no committee shall have the power or authority to approve, adopt
or recommend to the stockholders any action or matter expressly required by
the Delaware General Corporation Law to be submitted to stockholders for
approval or to adopt, amend or repeal any By-Law of the Corporation.

         SECTION 4.3 Rules. Subject to the provisions of these By-Laws, each
committee by resolution adopted by a majority of all the members thereof shall
fix its rules of procedure.



                                   ARTICLE V

                                   Officers

         SECTION 5.1 Election and Appointment and Term of Office. The
Corporation shall have such officers with such titles as shall be stated in a
resolution of the Board, and with such duties as shall be given them as
hereinafter provided or as may otherwise be specifically given them by the
Board, but such officers shall include at least (a) a Chairman of the Board or
one or more Vice-Chairmen of the Board or a President or one or more Vice
Presidents, or any or all the foregoing, and (b) a Secretary or one or more
Assistant Secretaries or a Treasurer or one or more Assistant Treasurers, or
any or all of the foregoing. One of such officers shall have the duty to
record the proceedings of the meetings of stockholders and directors in a book
to be kept for that purpose. Any number of offices may be held by the same
person except that at least one person who holds an office referred to in
clause (a) of the second preceding sentence shall not be the same as at least
one person who holds any office referred to in clause (b) of the second
preceding sentence.

         SECTION 5.2 Resignation, Removal and Vacancies. Any officer may
resign at any time by giving written notice of his resignation to the Board.
Any such resignation shall take effect at the time specified therein or, if
the time when it shall become effective shall not be specified 

                                      11
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therein, when accepted by the Board. Except as aforesaid, the acceptance of
such resignation shall not be necessary to make it effective.

            Any officer, agent or employee elected or appointed by the Board
may be removed, with or without cause, at any time by the Board. Any agent or
employee appointed by an officer may be removed, with or without cause, at any
time by such officer.

            A vacancy in any office may be filled for the unexpired portion of
the term in the same manner as provided in these By-Laws for election or
appointment to such office.

         SECTION 5.3 Duties and Functions. If any of the following offices is
created and a person appointed or elected thereto, and unless the Board
otherwise provides, such offices and persons shall have the following duties
and functions:

            (a) Chairman. If a Chairman of the Board is appointed or elected,
he shall be a member of the Board; shall preside at meetings of the Board and
of the stockholders at which he shall be present; shall perform such duties as
are incident to the office of the Chairman of the Board; and shall perform
such other duties as may from time to time be prescribed by the Board.

            (b) Vice-Chairman. If any Vice-Chairman or Vice-Chairmen of the
Board are appointed or elected, they shall be members of the Board; shall
preside at meetings of the Board and of the stockholders, unless a Chairman of
the Board is appointed or elected and is present; shall perform such duties as
are incident to the office of the Vice Chairman of the Board; and shall
perform such other duties as may from time to time be prescribed by the Board.

            (c) Chairman of the Executive Committee. If a Chairman of the
Executive Committee is appointed or elected, he shall preside at meetings of
the Executive Committee; shall when requested consult with and advise the
other officers of the Corporation; and shall perform such 

                                      12
<PAGE>

other duties as may be agreed upon with them or as the Board or the Executive
Committee may from time to time determine.

            (d) President. If a President is appointed or elected, he shall,
subject to the control of the Board, have general charge and management of the
property, business and affairs of the Corporation and shall have the direction
of and may assign duties to all other officers (other than the Chairman and
any Vice-Chairman, if either or both is appointed or elected), agents and
employees. He shall preside at meetings of the Board and the stockholders
unless a Chairman or a Vice-Chairman of the Board is appointed or elected and
is present.

            (e) Vice Presidents. If any Vice President or Vice Presidents are
appointed or elected, they shall have such powers and duties as shall be
prescribed by the President, if one is appointed or elected, or the Board.
Vice Presidents for this purpose shall include Senior, Executive, Assistant
and all other categories or types of Vice Presidents.

            (f) Secretary. If a Secretary is appointed or elected, he shall
attend and keep the records of all meetings of the stockholders and the Board
in one or more books kept for that purpose; shall give or cause to be given
due notice of all meetings in accordance with these By-Laws and as required by
law; shall notify the several officers of the Corporation of all action taken
by the Board concerning matters relating to their duties; shall transmit to
the proper officers copies of all contracts and resolutions approved by the
Board or any committees of the Board; shall be custodian of the seal of the
Corporation and of all contracts, deeds, documents and other corporate papers,
records (except accounting records) and indicia of title to properties owned
by the Corporation as shall not be committed to the custody of another officer
by the President, if one is appointed or elected, or the Board; shall affix or
cause to be affixed the seal of the Corporation to instruments requiring the
same when the same have been signed on behalf of the Corporation by a duly
authorized officer; shall perform all duties and have all powers incident to
the office 

                                      13
<PAGE>

of Secretary; and shall perform such other duties as shall be assigned to him
by the President, if one is appointed or elected, or the Board. One or more
Assistant Secretaries may be appointed or elected, who shall perform all the
duties and have all the powers of the Secretary in the absence of or in case
of a failure to appoint or elect or when so delegated by the Secretary, and as
the President, if one is appointed or elected, or the Board may direct.

            (g) Treasurer. If a Treasurer is appointed or elected, he shall
perform all duties incident to the office of Treasurer and such other duties
as shall be assigned to him by the President, if one is appointed or elected,
or the Board. One or more Assistant Treasurers may be appointed or elected who
shall perform all the duties and have all the powers of the Treasurer in the
absence of or in the case of a failure to appoint or elect or when so
delegated by the Treasurer, and as the President, if one is appointed or
elected, or the Board may direct.

            (h) Controller. If a Controller is appointed or elected, he shall
perform all the duties incident to the office of Controller and such other
duties as may be assigned to him by the President, if one is appointed or
elected, or the Board. One or more Assistant Controllers may be appointed or
elected who shall perform all the duties and have all the powers of the
Controller in the absence of or in the case of a failure to appoint or elect
or when so delegated by the Controller, and as the President, if one is
appointed or elected, or the Board may direct.

                                  ARTICLE VI

                     Waiver of Notices; Place of Meetings

            SECTION 6.1 Waiver of Notices. Anything herein to the contrary
notwithstanding, whenever notice is required to be given to any director or
member of a committee or stockholder, a waiver thereof in writing, signed by
the person entitled to such notice shall be deemed equivalent to notice,
whether given before or after the time specified therein and, in the case of a
waiver of notice of a meeting, 

                                      14
<PAGE>

whether or not such waiver specifies the purpose of or business to be
transacted at such meeting. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and does so object.

         SECTION 6.2 Place of Meetings. Any meeting of the stockholders, the
Board or any committee may be held within or without the State of Delaware.



                                      15
<PAGE>


                                  ARTICLE VII

                Execution and Delivery of Documents; Deposits;
                          Proxies; Books and Records

         SECTION 7.1 Execution and Delivery of Documents; Delegation. The
Board shall designate the officers, employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts, mortgages,
bonds, debentures, checks, drafts and other orders for the payment of money
and other documents for and in the name of the Corporation and may authorize
such officers, employees and agents to delegate such power (including
authority to redelegate) by written instrument to other officers, employees or
agents of the Corporation. Such delegation may be by resolution or otherwise
and the authority granted shall be general or confirmed to specific matters,
all as the Board may determine. In the absence of such designation referred to
in the first sentence of this Section, the officers of the Corporation shall
have such power so referred to, to the extent incident to the normal
performance of their duties.

         SECTION 7.2 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or any officer of the Corporation to whom power in
that respect shall have been delegated by the Board shall select.

         SECTION 7.3 Proxies in Respect of Stock or Other Securities of Other
Corporations. Unless otherwise provided by the Board, any officer of the
Corporation shall have the authority from time to time to appoint an agent or
agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation, to vote or consent in
respect of such stock or securities and to execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal or
otherwise, such written proxies, powers of attorney or other instruments as he
may deem necessary or proper in order that the Corporation may exercise such
powers and rights. Such officer may instruct any person or persons appointed
as 

                                      16
<PAGE>

aforesaid as to the manner of exercising such powers and rights.

         SECTION 7.4 Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the proper officers of the Corporation may from time to time determine.


                                 ARTICLE VIII

            Certificates; Stock Record; Transfer and Registration;
                     New Certificates; Record Date, etc.

         SECTION 8.1 Certificates for Stock. Every holder of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board
shall prescribe. Each such certificate shall be signed by, or in the name of
the Corporation by, the Chairman, a Vice-Chairman, the President or a Vice
President of the Corporation and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Corporation. Any of or all such
signatures may be facsimiles. In case any officer or authorized agent who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer or authorized agent before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect
as if he were such officer or authorized agent at the date of issue. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled and a new certificate or certificates shall not be issued in
exchange for any existing certificate until such existing certificate shall
have been so canceled, except in cases provided for in Section 8.4 of this
Article.

         SECTION 8.2 Stock Record. A stock record in one or more counterparts
shall be kept of the name of the person, firm or corporation owning the stock
represented by each certificate for stock of the Corporation issued, the
number

                                      17
<PAGE>

of shares represented by each such certificate, the date thereof and, in the
case of cancellation, the date of cancellation. The person in whose name
shares of stock stand on the stock record of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.

         SECTION 8.3 Transfer and Registration of Stock. (a) Transfer. The
transfer of stock and certificates of stock which represent the stock of the
Corporation shall be governed by Article 8 of Subtitle I of Title 6 of the
Delaware Code (as amended from time to time, the "Uniform Commercial Code").

            (b) Registration. Registration or transfers of shares of the
Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with an officer of the Corporation, and on
the surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a stock power duly executed.

         SECTION 8.4 New Certificates. (a) Lost, Stolen or Destroyed
Certificates. Where a stock certificate has been lost, apparently destroyed or
wrongfully taken, the issuance of a new stock certificate or the claims based
on such certificate shall be governed by the Uniform Commercial Code.

            (b) Mutilated Certificates. Where the holder of any certificate
for stock of the Corporation notifies the Corporation of the mutilation of
such certificate within a reasonable time after he has notice of it, the
Corporation will issue a new certificate for stock in exchange for such
mutilated certificate theretofore issued by it.

            (c) Bond. The Board may, in its discretion, require the owner of
the lost, stolen, destroyed,or mutilated certificate to give the Corporation a
bond in such sum, limited or unlimited, in such form and with such surety or
sureties sufficient to indemnify the Corporation against any claim that may be
made against it on account of the loss, 

                                      18
<PAGE>

theft, destruction or mutilation of any such certificate or the issuance of
any such new certificate.

         SECTION 8.5 Regulations. The Board may make such rules and
regulations as it may deem expedient, concerning the issue, transfer and
registration of certificates for stock of the Corporation.

         SECTION 8.6 Fixing Date for Determination of Stockholders of Record.
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 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action. A determination of stockholders
entitled to notice of or to vote at a meeting of the stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board may fix a
new record date for the adjourned meeting.



                                      19
<PAGE>


                                  ARTICLE IX

                                     Seal

         SECTION 9.1 Seal. The Board shall provide a corporate seal which
shall be in the form of a circle and shall bear the full name of the
Corporation and the word "Delaware".


                                   ARTICLE X

                                  Fiscal Year

         SECTION 10.1 Fiscal Year. The fiscal year of the Corporation shall
end on the last day of December in each year, or such other date as the Board
may determine.


                                  ARTICLE XI

                                  Amendments

         SECTION 11.1 Amendments. These By-Laws may be amended, altered or
repealed by the vote of a majority of the Board, subject to the power of the
holders of a majority of the outstanding stock of the Corporation entitled to
vote in respect thereof, by their vote given at an annual meeting or at any
special meeting, to amend, alter or repeal any By-Law made by the Board.

                                  ARTICLE XII

                                Subject to Law

         SECTION 12.1 Subject to Law. All provisions of these By-Laws are
subject to requirements of applicable law and the Certificate of Incorporation
of the Corporation.


                                 ARTICLE XIII

                                      20
<PAGE>

                                Indemnification

         SECTION 13.1 Power to Indemnify in Actions, Suits or Proceedings
Other Than Those by or Power to Indemnify in Actions, Suits or Proceedings
Other Than Those by or in the Right of the Corporation. Subject to Section
13.3 of this Article XIII, the Corporation shall indemnify and hold harmless,
to the fullest extent permitted by applicable law, any person who is or was a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         SECTION 13.2 Power to Indemnify in Actions, Suits or Proceedings by
or in the Right of Power to Indemnify in Actions, Suits or Proceedings by or
in the Right of the Corporation. Subject to Section 13.3 of this Article XIII,
the Corporation shall indemnify and hold harmless, to the fullest extent
permitted by applicable law, any person who is or was a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or

                                      21
<PAGE>

agent of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; except that 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 Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability,
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         SECTION 13.3 Authorization of Indemnification. Any indemnification
under this Article XIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 13.1 or Section 13.2 of this Article XIII, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit
or proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders. To the
extent, however, that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith, without the necessity of authorization in the specific case.

                                      22
<PAGE>

         SECTION 13.4 Good Faith Defined. For purposes of any determination
under Section 13.3 of this Article XIII, a person shall be deemed to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe his
conduct was unlawful, if his action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied
to him by the officers of the Corporation or another enterprise in the course
of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Corporation or another enterprise. The term "another enterprise" as used
in this Section 13.4 shall mean any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise of which such
person is or was serving at the request of the Corporation as a director,
officer, employee or agent. The provisions of this Section 13.4 shall not be
deemed to be exclusive or to limit in any way the circumstances in which a
person may be deemed to have met the applicable standard of conduct set forth
in Sections 13.1 or 13.2 of this Article XIII, as the case may be.

         SECTION 13.5 Indemnification by a Court.3.5 Indemnification by a
Court Notwithstanding any contrary determination in the specific case under
Section 13.3 of this Article XIII, and notwithstanding the absence of any
determination thereunder, any director, officer, employee or agent may apply
to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Sections 13.1 and
13.2 of this Article XIII. The basis of such indemnification by a court shall
be a determination by such court that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standards of conduct set forth in Sections 13.1 or 13.2 of this
Article XIII, as the case may be. Neither a contrary determination in the
specific case 

                                      23
<PAGE>

under Section 13.3 of this Article XIII nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that
the director, officer, employee or agent seeking indemnification has not met
any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Section 13.5 shall be given to the
Corporation promptly upon the filing of such application. If successful, in
whole or in part, the director, officer, employee or agent seeking
indemnification shall also be entitled to be paid the expense of prosecuting
such application.

         SECTION 13.6 Expenses Payable in Advance. Expenses incurred by a
director or officer in defending or investigating a threatened or pending
action, suit or proceeding may 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 such director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article XIII.

         SECTION 13.7 Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article XIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of
any court of competent jurisdiction or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Section 13.1 and 13.2 of this Article XIII shall be made
to the fullest extent permitted by law. The provisions of this Article XIII
shall not be deemed to preclude the indemnification of any person who is not
specified in Section 13.1 or 13.2 of this Article XIII but whom the
Corporation has the power or obligation to indemnify under the provisions of
the DGCL, or otherwise.

                                      24
<PAGE>

         SECTION 13.8 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power or the
obligation to indemnify him against such liability under the provisions of
this Article XIII.

         SECTION 13.9 Certain Definitions. For purposes of this Article XIII
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was a director or officer of such constituent corporation serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Article XIII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued. For purposes of this Article XIII,
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a 

                                      25
<PAGE>

manner "not opposed to the best interests of the Corporation" as referred to
in this Article XIII.

         SECTION 13.10 Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article XIII shall, unless otherwise provided when
authorized or ratified, 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 13.11 Limitation on Indemnification. Notwithstanding anything
contained in this Article XIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 13.5
hereof), the Corporation shall not be obligated to indemnify any director,
officer, employee or agent in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors.

         SECTION 13.12 Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article XIII to directors and officers of the Corporation.


                                  ARTICLE XIV

                             Interested Directors

         SECTION 14.1 Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or
between the corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, 

                                      26
<PAGE>

or solely because the director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if: (1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the Board
of Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.


                                      27