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                                                                     Exhibit 4.3









                                     BY LAWS
                                       OF
                               ENESCO GROUP, INC.














<PAGE>



                          BY-LAWS OF ENESCO GROUP, INC.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE                                                                                                          PAGE
<S>                                                                                                              <C>
ARTICLE I OFFICES.................................................................................................1
   SEC. 1.     Principal Office...................................................................................1
   SEC. 2.     Other Offices......................................................................................1
ARTICLE II MEETINGS OF SHAREHOLDERS...............................................................................1
   SEC. 1.     Place of Meetings..................................................................................1
   SEC. 2.     Quorum and Manner of Acting........................................................................1
   SEC. 3.     Annual Meetings....................................................................................1
   SEC. 4.     Special Meetings...................................................................................1
   SEC. 5.     Notices............................................................................................1
   SEC. 6.     Adjournments.......................................................................................2
ARTICLE III DIRECTORS.............................................................................................2
   SEC. 1.     Number; Qualifications.............................................................................2
   SEC. 2.     Annual Meetings....................................................................................2
   SEC. 3.     Regular Meetings...................................................................................2
   SEC. 4.     Special Meetings...................................................................................2
   SEC. 5.     Waiver of Notice...................................................................................2
   SEC. 6.     Quorum.............................................................................................2
   SEC. 7.     Action without Meeting.............................................................................3
   SEC. 8.     Powers.............................................................................................3
   SEC. 9.     Execution of Corporation Documents and Instruments.................................................3
   SEC. 10.       Committees of the Board of Directors............................................................3
   SEC. 11.       Remuneration of Outside Directors...............................................................3
ARTICLE IV OFFICERS...............................................................................................3
   SEC. 1.     Election of Officers...............................................................................3
   SEC. 2.     Terms of Office....................................................................................3
   SEC. 3.     Compensation of Officers, Employees and Agents.....................................................4
   SEC. 4.     Vacancies..........................................................................................4
      CHAIRMAN OF THE BOARD.......................................................................................4
   SEC. 5.     Chairman...........................................................................................4
   SEC. 6.     Office of the Chairman.............................................................................4
      PRESIDENT...................................................................................................4
   SEC. 7.     President..........................................................................................4
   SEC. 8.     Powers of the President............................................................................4
      VICE PRESIDENTS.............................................................................................5
   SEC. 9.     Powers of the Vice Presidents......................................................................5
      TREASURER...................................................................................................5
   SEC. 10.       Duties of the Treasurer.........................................................................5
   SEC. 11.       Execution of Documents..........................................................................5
   SEC. 12.       Stock Transfer Records..........................................................................5
   SEC. 13.       Additional Powers...............................................................................5
      ASSISTANT TREASURERS........................................................................................5
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                              <C>
   SEC. 14.       Assistant Treasurers............................................................................5
      SECRETARY...................................................................................................5
   SEC. 15.       Secretary.......................................................................................5
      ASSISTANT SECRETARIES.......................................................................................6
   SEC. 16.       Assistant Secretary.............................................................................6
      BONDS.......................................................................................................6
   SEC. 17.       Bonds...........................................................................................6
ARTICLE V INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS............................................6
   SEC. 1.     Indemnification in General.........................................................................6
   SEC. 2.     Indemnification of Litigant........................................................................6
   SEC. 3.     Payment of Expenses................................................................................7
   SEC. 4.     Determination of Conduct...........................................................................7
   SEC. 5.     Advance of expenses................................................................................7
   SEC. 6.     Non-exclusivity....................................................................................7
   SEC. 7.     Right to acquire insurance.........................................................................8
   SEC. 8.     Notice to shareholders.............................................................................8
   SEC. 9.     References to the "Corporation"....................................................................8
   SEC. 10.       Miscellaneous Definitions.......................................................................8
ARTICLE VI STOCK..................................................................................................9
   SEC. 1.     Holders to be Recognized...........................................................................9
   SEC. 2.     Form of Stock Certificates.........................................................................9
   SEC. 3.     Replacement of Certificates Lost, Etc..............................................................9
   SEC. 4.     Fixing Date for Determination of Shareholders of Record............................................9
   SEC. 5.     Restrictions on Transfer...........................................................................9
ARTICLE VII SEAL AND FISCAL YEAR..................................................................................9
   SEC. 1.     Seal...............................................................................................9
   SEC. 2.     Fiscal Year........................................................................................9
ARTICLE VIII AMENDMENT OF BY-LAWS................................................................................10
   SEC. 1.     Amendment by Shareholders.........................................................................10
   SEC. 2.     Amendment by Board of Directors...................................................................10
</TABLE>




<PAGE>





                                   ARTICLE I

                                     OFFICES

SEC. 1. Principal Office. The location of the principal office of the
Corporation in the State of Illinois shall be in the City of Itasca, unless such
location shall at any tine be changed as permitted by law.

SEC. 2. Other Offices. The Corporation may also have offices in such other
places within and without the State of Illinois as the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

SEC. 1. Place of Meetings. Meetings of the shareholders of the Corporation shall
be held anywhere within the United States, as determined by the Board of
Directors of the Corporation, as permitted by the provisions of the Illinois
Business Corporation Act.

SEC. 2. Quorum and Manner of Acting. A majority of the votes of the shares
entitled to vote on the matters to be presented, which is represented by the
holders thereof, either in person or by proxy, shall be a quorum at any meeting
of shareholders. If a quorum is present, the affirmative vote of the majority of
the votes of shares represented at the meeting and entitled to vote on a matter
shall be the act of the shareholders, unless a greater number of votes or voting
by classes is required by the Illinois Business Corporation Act of 1983, as
amended, or the Articles of Incorporation.

SEC. 3. Annual Meetings. The annual meeting of the shareholders shall be held on
such date and at such time as the Board of Directors shall establish by
resolution. In the absence of resolution of the Board, the annual meeting shall
be held on the third Thursday of May in each year at 10:00 A.M.. At each annual
meeting the shareholders entitled to vote thereat on the matter shall elect the
class of Directors whose term of office is expiring, in accordance with the
provisions of Article 7B of the Articles of Incorporation of the Corporation, as
amended. At each annual meeting the shareholders entitled to vote thereat on the
matter shall have placed before them for ratification the name of the Auditor
appointed by the Board of Directors in accordance with law.

SEC. 4. Special Meetings. Special meetings of shareholders may be called by the
President, or by the Board of Directors, or by the holders of not less than 20%
of the outstanding shares entitled to vote on the matter for which the meeting
is to be called.


SEC. 5. Notices. Written notice of any meeting of shareholders, stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, or in the case of
a merger, consolidation, share exchange, dissolution or sale, lease or exchange
of assets, not less than 20 nor more than 60 days before the date of the
meeting, either


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<PAGE>

personally or by mail, by or at the direction of the President, the Secretary or
the officer or persons calling the meeting to each shareholder of record
entitled to vote on any of the matters to be presented at his or her address as
the same appears on the records of the Corporation.

SEC. 6. Adjournments. Any meeting of the shareholders may be adjourned to any
other time and place by the shareholders present or represented by proxy at the
meeting and entitled to vote on the matters to be presented, although less than
a quorum, and it shall not be necessary to notify any shareholder of any such
adjournment. Any business which could have been transacted at any meeting of
shareholders as originally called may be transacted at any such adjournment
thereof.

                                  ARTICLE III

                                    DIRECTORS

SEC. 1. Number; Qualifications. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors consisting of
not less than nine nor more than fourteen, the exact number of directors to be
determined from time to time by resolution adopted by the affirmative role of a
majority of the entire Board of Directors. Each Director shall be a voting
shareholder or shall become such prior to acting as a director.

SEC. 2. Annual Meetings. Following each annual meeting of shareholders and at
the place thereof, if a quorum of the Board of Directors is present thereat, the
annual meeting of the Board of Directors shall proceed thereafter without
notice; but if a quorum of the Board is not present thereat, or, if present,
does not so proceed to hold such meeting, the annual meeting of such Board shall
be called in the manner hereinafter provided with respect to the call of a
special meeting of the Board.

SEC. 3. Regular Meetings. Regular meetings of the Board of Directors may be held
at such times and places within or without the State of Illinois as shall from
time to time be fixed by the Board, and no notice need be given of regular
meetings held at times and places so fixed.

SEC. 4. Special Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board or the President, and the
Secretary or an Assistant Secretary shall give notice of any special meeting so
called to all Directors stating the time and place within or without the State
of Illinois, and such notice shall be sufficient if given either (i) by mailing
the same postage prepaid forty-eight hours before the date of the meeting
addressed to each Director at his usual place of business or residence, or (ii)
by delivery thereof in hand or by telegram dispatched prepaid not less than
twenty-four hours before the date of the meeting, or (iii) orally or by
telephone not less than twenty four hours before the date of the meeting.

SEC. 5. Waiver of Notice. Any requirement of notice of any meeting of the Board
of Directors shall be deemed satisfied as to any Director who waives the same or
whose attendance at such meeting constitutes a waiver under the law.

SEC. 6. Quorum. A majority of the Board of Directors in office shall constitute
a quorum for the transaction of business, and a meeting of the Board, whether a
quorum be present or not,


                                        2


<PAGE>

may be adjourned by those present without the necessity of notifying any
Director of any such adjournment. Any business which could legally be transacted
at any meeting of the Board of Directors may be transacted at any adjournment
thereof without any new notification.

SEC. 7. Action without 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
Directors consent in writing to such action. Such written consent, setting forth
the action taken, shall be filed by the Secretary with the minutes of the Board
of Directors.

SEC. 8. Powers. The Board of Directors shall manage the business of the
Corporation and shall have all the powers of the Corporation, except such as by
law, the Articles of Incorporation or by the By-Laws of the Corporation are
conferred upon or reserved to the shareholders.

SEC. 9. Execution of Corporation Documents and Instruments. The Board of
Directors shall designate the persons, in addition to those specifically
authorized elsewhere in these By-Laws, who shall be empowered on behalf of the
Corporation to sign checks, contracts, bids, deeds, releases, securities
devices, notes and other documents and instruments of the Corporation, as well
as the terms and conditions, if any, of such signing.

SEC. 10. Committees of the Board of Directors. The Board of Directors may
establish such committees, including an Executive Committee, consisting of two
or more members elected by it from among its number as it deems advisable in the
conduct of the business of the Corporation and may delegate such functions and
duties to such committees from time to time as may be permitted by law.

SEC. 11. Remuneration of Outside Directors. Any Director who is entitled to
compensation from the Corporation as an officer or employee thereof shall not
receive any additional compensation for his services as a director. The Board of
Directors may provide for remuneration of all other Directors in such amounts
and in such manner as the Board may from time to time deem advisable.

                                   ARTICLE IV

                                    OFFICERS

SEC. 1. Election of Officers. The Officers of the Corporation shall be elected
by the Directors and shall include a President, a Treasurer, and a Secretary,
and, when deemed desirable by the Board of Directors, a Chairman of the Board,
one or more Vice Presidents, one or more Assistant Treasurers, one or more
Assistant Secretaries and such other officers as the Board of Directors may,
from time to time, deem necessary or advisable for the management of the affairs
of the Corporation. The President, Treasurer and Secretary shall be elected at
the Annual Meeting of Directors. All other officers may be elected at such
annual meeting or at any regular or special meeting of the Board of Directors.

SEC. 2. Terms of Office. The President, the Treasurer and the Secretary shall
(unless sooner removed in accordance with law) hold office until the next annual
meeting of the Board of Directors and until their respective successors are
elected. All other officers shall (unless


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sooner removed in accordance with law) hold their respective offices until the
next annual meeting and the election of the first mentioned officers thereat.

SEC. 3. Compensation of Officers, Employees and Agents. The officers, employees
and agents of the Corporation shall receive such compensation and upon such
terms as the Board of Directors may from time to time determine. The
determination of such compensation may be delegated by the Board of Directors to
(i) a Compensation Committee composed of members of the Board who are elected to
that Committee by it or appointed under is authorization except that the
determination of the compensation of the members of the Compensation Committee
cannot be delegated to that Committee, and (ii) to such other individuals or
committees to the extent and in the manner permitted by the law.

SEC. 4. Vacancies. If any corporate office specified in this Article becomes
vacant for any reason, including resignation, the Board of Directors may elect a
successor who shall hold office for the unexpired term unless sooner removed in
accordance with law.

CHAIRMAN OF THE BOARD

SEC. 5. Chairman. The Chairman of the Board shall preside at all meetings of the
shareholders and of the Board of Directors. The Chairman of the Board shall have
the power, on behalf of the Corporation, to sign contracts, deeds and releases
and, with the Treasurer or Assistant Treasurer, to sign or endorse security
devices, notes, and, when authorized by the Board of Directors, to sign or
endorse such other documents and instruments as the Board of Directors may
specify. The Chairman of the Board shall also have such additional powers and
duties as the Board of Directors may from time to time assign him.

SEC. 6. Office of the Chairman In the event there is a vacancy in the office(s)
of the Chief Executive Officer and President, such duties shall be carried out
by the office of the Chairman, which shall be comprised of the Chairman of the
Board of Directors and such other member(s) from the Board of Directors and
executive officer(s) as determined by the Board of Directors in its sole
discretion, until such time as a new Chief Executive Officer and President is
elected.

PRESIDENT

SEC. 7. President. In the absence or disability of the Chairman of the Board or
at his request, or if his office be vacant, the President shall preside at all
meetings of the shareholders and of the Board of Directors.

SEC. 8. Powers of the President. The president shall have the power on behalf of
the Corporation (i) to sign contracts, deeds and releases and (ii) with the
Treasurer or Assistant Treasurer, to sign or endorse certificates of stock,
security devices, notes, and (iii) when authorized by the Board of Directors, to
sign or endorse such other documents and instruments as the Board of Directors
may specify. The President shall have also such additional powers and duties as
the Board of Directors may from time to time assign to him.


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<PAGE>


VICE PRESIDENTS

SEC. 9. Powers of the Vice Presidents. Each of the Vice-Presidents shall bear
such title and shall have such powers and duties as may be assigned to him from
time to time by the Board of Directors.

TREASURER

SEC. 10. Duties of the Treasurer. The Treasurer shall have the custody of the
money, funds and securities of the Corporation and shall have charge of its
books and keeping of its accounts. He shall make financial and accounting
reports to the Board of Directors at least quarterly and more often when
requested by it, and shall make a report at the annual meeting of shareholders.
He shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated from time to time by the Board of Directors.

SEC. 11. Execution of Documents. The Treasurer shall, with the President or a
duly authorized Vice President, sign all certificates of shares, and, with the
Chairman of the Board or the President or a duly authorized Vice President, sign
or endorse security devices and notes and, when authorized by the Board of
Directors, sign or endorse such other documents and instruments as the Board may
specify.

SEC. 12. Stock Transfer Records. The Treasurer shall also keep books for the
recording of shares and transfers thereof and the names and addresses of
shareholders and shall be transfer agent of the Corporation for the transfer of
all certificates of shares; provided that, the Board of Directors may, with
respect to the transfer of shares of any class of the capital stock of the
Corporation, appoint any other person or corporation to act as transfer agent,
and, when the Board deems it desirable, any person or corporation, to act as
registrar thereof.

SEC. 13. Additional Powers. The Treasurer also shall have such additional powers
anal duties as may be assigned to him from time to time by the Board of
Directors.

ASSISTANT TREASURERS

SEC. 14. Assistant Treasurers. In the absence or disability of the Treasurer, or
if his office be vacant, the Assistant Treasurers, in the order of the seniority
of their election, shall have the powers and duties appertaining to the office
of Treasurer set forth in Sections 10 and 12 above and when duly authorized by
the Board of Directors shall perform all or any part of the duties set forth in
Sections 11 and 13 above. In addition to the foregoing, each of the Assistant
Treasurers shall have such other powers and duties as may be assigned to him
from time to time by the Board of Directors.

SECRETARY

SEC. 15. Secretary. The Secretary shall attend all meetings of the Board of
Directors and the Executive Committee and shall record all votes and minutes of
all proceedings thereat in


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<PAGE>

books to be kept for that purpose. When required by law or these By Laws, proper
notice of meetings of the Board of Directors and the shareholders shall be given
by him. In addition to the foregoing, the Secretary shall have such other powers
and duties as may be assigned to him from time to time by the Board of
Directors.

ASSISTANT SECRETARIES

SEC. 16. Assistant Secretary. In the absence or disability of the Secretary or
at his request, or if his office be vacant, the Assistant Secretaries, in the
order of the seniority of their elections, shall perform the duties herein
assigned to the Secretary. In addition to the foregoing, each Assistant
Secretary shall have such other powers and duties as may be assigned to him from
time to time by the Board of Directors.

BONDS

SEC. 17. Bonds. Any officer of the Corporation may be required to give a bond
for the faithful performance of his duties in such form and with such sureties
as the Board of Directors may direct.

                                   ARTICLE V

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

SEC. 1. Indemnification in General. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the Corporation, or who is or was serving at the request of
the Corporation as a director, officer, 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 in connection with
such action, suit or proceeding if such person 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.
The termination of any action, suit or proceeding by judgment or 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, the best
interests of the Corporation, or with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that his or her
conduct was unlawful.

SEC. 2. Indemnification of Litigant. 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 or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person 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


                                       6
<PAGE>

another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person 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, provided
that no indemnification shall be made in respect of any claim, issue or matter
as to which such persons shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the Corporation, unless, and
only to the extent that 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 as the court shall deem proper.

SEC. 3. Payment of Expenses. To the extent that a director, officer, employee,
or agent of the Corporation has been successful, on the merits or otherwise, in
the defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article V, 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 him or her in connection therewith, if such person 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.

SEC. 4. Determination of Conduct. Any indemnification under Sections 1 and 2 of
this Article V (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 present or former director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Sections 1 or 2 of this Article V. Such determination shall be made
with respect to a person who is a director or officer of the Corporation at the
time of the determination 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, 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, by the shareholders.

SEC. 5. Advance of expenses. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding, as authorized by the board
of directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the Corporation as authorized in this Article V. Such expenses (including
attorneys fees) incurred by former directors and officers or other employees and
agents may be so paid on such terms and conditions, if any, as the Corporation
deems appropriate.

SEC. 6. Non-exclusivity. The indemnification provided by this Article V shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any contract, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her 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.


                                       7

<PAGE>

SEC. 7. Right to acquire insurance. The Corporation shall have power to 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 serving at the
request of the Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of his or her 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.

SEC. 8. Notice to shareholders. If the Corporation has paid indemnity or has
advanced expenses to a director, officer, employee or agent, the Corporation
shall report the indemnification or advance in writing to the shareholders with
or before the notice of the next shareholders meeting.

SEC. 9. References to the "Corporation". For purposes of this Article,
references to "the Corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any corporation having merged
with a merging corporation) absorbed in a merger which, if its separate
existence had continued, would have had the power and authority to indemnify its
directors, officers, and employees or agents, so that any person who was a
director, officer, employee or agent of such merging corporation, or was serving
at the request of such merging corporation as a director, officer, employee or
agent of any other corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article V with respect to the surviving corporation as such person would have
with respect to such merging corporation if its separate existence had
continued.

SEC. 10. Miscellaneous Definitions. For purposes of this Article V, references
to "other enterprises" shall include employee benefit plans; 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. A person who acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interest of the Corporation" as
referred to this Article V.


                                       8

<PAGE>

                                   ARTICLE VI

                                      STOCK

SEC. 1. Holders to be Recognized. The Corporation shall be entitled to treat the
record holder of any share or shares of stock as the holder in fact thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person except as may be otherwise
expressly provided by law.

SEC. 2. Form of Stock Certificates. All certificates of stock shall be in such
form and contain such information as shall be required by law and be signed,
either manually or by facsimile, as hereinbefore provided.

SEC. 3. Replacement of Certificates Lost, Etc. In case of the alleged loss,
destruction, mutilation, or wrongful taking of a certificate of stock, a new
certificate may be issued in place thereof, upon such terms and conditions as
the Board of Directors may prescribe.

SEC. 4. Fixing Date for Determination of Shareholders of Record. The Board of
Directors may fix in advance a time, which shall be not more than 60 days before
the date of any meeting of shareholders or the date for the payment of any
dividend or the making of any distribution to shareholders or the last day on
which the consent or dissent of shareholders may he effectively expressed for
any purpose, nor less than 10 days, in the case of meeting of shareholders or,
in the case of a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of shares, not less than 20 days, as the record date for
determining the shareholders having the right to notice of and to vote at such
meeting and any adjournment thereof or the right to receive such dividend or
distribution or the right to give such consent or dissent, and in such case only
shareholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the Corporation after the
record date; or without fixing such record date the Board of Directors may for
any of such purposes close the transfer books for all or any part of such
period.

SEC. 5. Restrictions on Transfer. The Board of Directors may impose restrictions
on transfer of securities of the Corporation pursuant to the Rights Agreement
dated as of September 7, 1988 by and between the Corporation and The Connecticut
Bank and Trust Company, N.A. (East Hartford, Connecticut), as and to the extent
required by such Rights Agreement, as amended from time to time.


                                  ARTICLE VII

                              SEAL AND FISCAL YEAR

SEC. 1. Seal. The seal of the Corporation shall have inscribed thereon the name
of the Corporation. The corporate seal may be used by causing it or a facsimile
thereof to be impressed or affixed to any document.

SEC. 2. Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of January of each year and end on the thirty-first day of December.


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<PAGE>

                                  ARTICLE VIII

                              AMENDMENT OF BY-LAWS

SEC. 1. Amendment by Shareholders. Any of these By-Laws may be added to,
altered, amended or repealed by the shareholders of the Corporation entitled to
vote on the matter at any annual or special meeting of shareholders. The nature
or substance of the proposed addition, alteration, amendment or repeal shall be
stated in the notice of the meeting.

SEC. 2. Amendment by Board of Directors. The Board of Directors shall also have
the power to make, amend or repeal the By-Laws of the Corporation in whole or in
part subject to amendment or repeal by shareholders as provided by law.




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