THE SERVICEMASTER COMPANY

                                     BYLAWS
                       (AS AMENDED THROUGH APRIL 26, 2002)



                                   ARTICLE ONE

                                   THE COMPANY

         Section  1.1  SCOPE  OF  THESE   BYLAWS.   These   Bylaws   govern  The
ServiceMaster Company, a Delaware corporation (the "Company"),  its stockholders
and its Board of Directors (the "Board") and the committees of the Board.

         Section 1.2  ORGANIZATION.  The Company was originally  incorporated in
Delaware on  September  10, 1991 with the name  "ServiceMaster  Incorporated  of
Delaware." The Company's  Certificate of Incorporation  was restated on November
6,  1997 in order  among  other  things  to change  the  Company's  name to "The
ServiceMaster Company."

         Section 1.3   CORPORATE OBJECTIVES:  The objectives of the Company are:

                            To honor God in all we do
                             To help people develop
                              To pursue excellence
                              To grow profitably


                                   ARTICLE TWO

                                     OFFICES

         Section 2.1 REGISTERED OFFICE;  REGISTERED AGENT. The registered office
of the  Company in the State of  Delaware  shall be at 306 South  State  Street,
Dover,  Delaware.  The name of the  Company's  registered  agent at such address
shall be Corporation Trust Company.

         Section 2.2 OFFICES.  The Company may have offices at such places, both
within and without the State of Delaware or Illinois, as the Board may from time
to time determine or as the business of the Company may require.


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                                  ARTICLE THREE

                            MEETINGS OF STOCKHOLDERS

         Section 3.1 ANNUAL MEETING. An annual meeting of the stockholders shall
be held once each  calendar  year for the  purpose  of  electing  directors  and
conducting  such other  business as may properly  come before the  meeting.  The
date,  time and place of the annual meeting shall be determined by resolution of
the Board.

         Section 3.2 SPECIAL  MEETINGS.  Special meetings of stockholders may be
called by the Board. The Board shall have the right to determine the business to
be transacted at any special meeting and no issue or matter may be acted upon by
any  stockholders  at any special  meeting  unless such issue or matter has been
approved by the Board for vote by stockholders at that meeting.

         Section 3.3 PLACE OF  MEETINGS.  The Board may  designate  any  place,
either within or without the State of Delaware,  as the place of meeting for any
annual  meeting  or for  any  special  meeting  of the  stockholders  called  in
accordance with these Bylaws. If no designation is made, or if a special meeting
is  otherwise  called,  the place of meeting  shall be the  Company's  principal
executive office.

         Section 3.4 GOVERNING RULES FOR MEETINGS.

         (a) PRESIDING  OFFICER.  The Chairman shall preside at every meeting of
the stockholders. If the Chairman shall be unwilling or unable to preside at any
particular  meeting of the  stockholders,  an Executive Officer shall preside at
that meeting.  If neither the Chairman nor an Executive Officer shall be willing
and able to  preside at any  particular  meeting  of the  stockholders,  then an
individual designated by the Board shall preside at that meeting. The individual
authorized to preside at any particular  stockholders  meeting under or pursuant
to the  provisions in this  paragraph (a) shall be the  "Presiding  Officer" for
that meeting for purposes of these Bylaws and for all other relevant purposes.

         (b) RULES AND DECISIONS.  The Presiding Officer shall have the power to
make rules and  decisions  with  respect to the conduct of every  meeting of the
stockholders, including (but not limited to) rules and decisions which:

                  (i) govern the order and conduct of business at the meeting;

                  (ii) determine  whether any  particular  person is a qualified
         candidate for election to the Board at that meeting under the standards
         prescribed  in these Bylaws and such other  standards as the  Presiding
         Officer shall determine to be applicable;

                  (iii) determine whether the proponent of any other proposal is
         entitled  to obtain a vote by  stockholders  on that  proposal  at that
         meeting


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         under the  standards  prescribed in these Bylaws and such other
         standards as the Presiding Officer shall determine to be applicable;

                  (iv) govern  discussion  of the issues to be voted upon at the
         meeting  including  the time limits  which shall apply for  purposes of
         discussion;

                  (v) determine  whether and to what extent  discussion  will be
         allowed at the  meeting on  matters on which  voting  will not occur at
         that meeting;

                  (vi) determine the validity and effect of proxies present at
         the meeting;

                  (vii) govern taking and counting votes at such meeting;

                  (viii) otherwise govern the conduct of such meeting; and

                  (ix) resolve any other questions which may be raised at such
         meeting.

All such rules and decisions  adopted by the Presiding  Officer shall be binding
upon all  persons  concerned  and shall apply for  purposes  of the  stockholder
meeting involved.  The Presiding Officer shall have the right to delegate any of
the powers  contemplated  by this Section 3.4 to such other person or persons as
the Presiding Officer deems desirable.

         (c)  APPOINTMENT  AND  RESPONSIBILITIES  OF  INSPECTORS.  The Presiding
Officer or the Board shall have the power to appoint an  organization or persons
as inspector  for purposes of all or any one or more of the votes be to taken at
that meeting. The inspector shall be responsible for tallying and certifying the
vote  taken on any  matter  at such  meeting  for which it is  responsible.  The
Presiding  Officer or the Board may also  delegate to the inspector the right to
decide all questions  touching upon the qualification of voters, the validity of
proxies and ballots and the acceptance or rejection of votes,  and other similar
issues.

         (d) AUTHORITY OVER ISSUES.  The Presiding  Officer shall be entitled at
his or her discretion to consult the Board on any issue over which the Presiding
Officer is granted  authority in these Bylaws.  The Board on its own  initiative
may assume responsibility for any issue over which authority is delegated to the
Presiding  Officer and if it does so, the  decision  by the Board shall  control
such issue.  Until and unless the Board elects at its own  initiative  to assume
responsibility for any issue delegated to the Presiding  Officer,  the Presiding
Officer shall have the full authority over that issue delegated by these Bylaws.
In no event shall the stockholders  present at any particular  meeting or anyone
else be  entitled  to require the  Presiding  Officer to submit any issue,  over
which he or she


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has  decision  making  authority,  for  decision by the Board or to override any
decision by the Presiding Officer.

         Section 3.5 NOTICE.  Whenever stockholders are required or permitted to
take action at a meeting,  written or printed  notice  stating the place,  date,
time,  and, in the case of special  meetings,  the purpose or purposes,  of such
meeting,  shall be given to each  record  stockholder  entitled  to vote at such
meeting not less than 10 days before the date of the  meeting.  All such notices
shall be delivered,  either  personally or by mail or by other means  reasonably
selected by or at the direction of the Board or any Executive Officer, including
but not limited to (i) first class or express  class United  States  mail,  (ii)
private courier service, (iii) telecopy transmission,  and (iv) electronic mail.
Such notice shall be deemed to be given when it is mailed,  when placed into the
hands of a courier  service,  or when  transmission  of the notice is  otherwise
initiated by any means  permitted by the  preceding  sentence.  Attendance  of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person attends 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.

         Section 3.6  RECORD STOCKHOLDERS.

         (a) RECORD DATES FOR MEETINGS.  In order that the Company may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment  thereof, the Board may fix a record date. The record date as
so fixed shall not precede  the date on which the  resolution  fixing the record
date is  adopted by the Board and shall not be more than sixty nor less than ten
days before the date of such  meeting.  If no record date is fixed by the Board,
the record date for determining stockholders entitled to notice of or to vote at
a  meeting  of  stockholders  shall  be the  close of  business  on the next day
preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held.

         (b) RECORD  DATES FOR OTHER  PURPOSES.  In order that the  Company  may
determine the stockholders  entitled to receive payment of any dividend or other
distribution or allotment or any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purposes of any other lawful action, the Board may fix a record date. The record
date as so fixed shall not precede the date upon which the resolution fixing the
record  date is adopted by the Board and shall be not more than sixty days prior
to such  action.  If no record  date is fixed by the Board,  the record date for
determining  stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto. The person
in whose name shares shall be registered on the record date shall be entitled to
receive payment of any dividend or other distribution or allotment or any rights
or the  stockholders  entitled to exercise  any rights in respect of any change,
conversion or exchange of stock,  or for the purposes of any other lawful action
for which the record date shall be established  regardless of whether the shares
shall have been sold or


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transferred  to someone else after the record date and  regardless  of any other
fact or circumstance.

         (c) CLOSE OF BUSINESS.  Each reference to a record date in these Bylaws
or in other  materials  relating  to any meeting or action for which such record
date is relevant shall mean the close of business on the date involved.

         (d)  STOCKHOLDER  LISTS.  The Company shall cause to be created  before
every meeting of the stockholders,  a complete list of the stockholders entitled
to vote at that meeting arranged in alphabetical  order,  showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder (the "stockholder  list"). The stockholder 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,
at the principal  executive  office of the Company.  The stockholder  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
Company shall also make the stockholder list available for such period,  in such
place, and at such times as may be required by applicable law.

         (e) VOTING CLASS. If only one class of stock is entitled to be voted on
any  particular  issue  on  which a  stockholder  vote  shall  be  taken  at any
particular  stockholders  meeting, then the term "voting class" as used in these
Bylaws  refers to that class when it is applied  to that  particular  issue.  If
shares in two or more classes are to be voted  together  without  separate class
votes on any particular issue at any particular  stockholders  meeting, then all
of those  classes  shall be deemed to  constitute  a single  "voting  class" for
purposes of that issue under these Bylaws. The voting class which consists of or
includes the common stock shall be deemed the "common voting class."

         (f)  DEFINITION  OF THE TERM "RECORD  SHARES." The "record  shares" for
purposes  of any  issue  upon  which a vote  shall be taken at any  stockholders
meeting shall be the shares in every voting class entitled to vote on that issue
which were outstanding on the record date for that meeting.

         (g) RECORD HOLDERS. Each stockholder shall be entitled to vote, on each
issue on which stockholder  votes shall be taken at any particular  stockholders
meeting,  the record  shares in the voting class or classes for that issue which
were  registered  in the name of that  stockholder  on the record  date for that
meeting and which are entitled to vote on that issue, and such stockholder shall
be deemed to be the "record holder" of those shares for purposes of the meeting.

         (h) PROXIES.  A record holder shall have the right to authorize another
person to vote such  holder's  record  shares at any meeting,  provided (i) such
record  holder  shall  execute a proxy in writing or as may be  permitted by law
authorizing such person to vote those record shares and (ii) such proxy shall be
delivered to the officer or agent


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designated  by the Company for the  collection  of proxies and shall comply with
such rules as the Presiding  Officer or the Board or the inspector  shall impose
governing proxies.

         Section 3.7  QUORUM REQUIREMENTS.

         (a) NEED TO  ESTABLISH  A QUORUM.  A quorum must be  established  for a
stockholders meeting before valid stockholder votes can be taken at that meeting
for  election  of members to the Board or on any  routine  issue (as  defined in
section 3.8(a)).

         (b) ESTABLISHMENT OF A QUORUM. A quorum shall be deemed established for
any meeting if record shares in the common voting class  representing a majority
of the votes  attributable  to the record  shares in the common voting class are
represented  in person or by proxy at that  meeting.  The  determination  by the
Presiding Officer that a quorum has been established for any particular  meeting
shall be binding and conclusive on all persons concerned unless (i) an objection
shall be made in writing at that  meeting by a  stockholder  entitled to vote at
that  meeting and (ii) the person so  objecting  shall be able to prove by clear
and convincing evidence that a quorum has not been established for that meeting.

         (c) MAINTENANCE OF A QUORUM.  Once a quorum shall be established at any
stockholders meeting, such quorum shall be deemed to be established for purposes
of that  meeting  (including  any  resumption  of that  meeting  convened  after
adjournment)  regardless of whether the holders of shares shall thereafter leave
the meeting (or not be present at any  resumption of that meeting) in sufficient
number that the number of shares  remaining at such meeting  shall be lower than
the number which would have been  originally  required to establish a quorum for
that meeting.

         Section 3.8  VOTING REQUIREMENTS FOR ROUTINE ISSUES.

         (a)  DEFINITION.  For purposes of these Bylaws,  any issue upon which a
stockholder  vote shall be taken at any  stockholders  meeting shall be deemed a
"routine  issue" if it does not involve  the  election  of  directors  and if no
special voting requirements  (identified as prescribed in Section 3.10) apply to
that issue.

         (b) VOTE  REQUIRED.  Every  routine  issue shall be deemed to have been
approved at any particular  stockholders meeting if a majority of the votes cast
at that  meeting  with  respect to that  issue are cast in favor of that  issue.
Shares specifically voted to abstain on any particular issue shall be counted in
determining  the  number of votes  cast  with  respect  to that  issue and shall
accordingly  have the same effect as if cast against that issue. If a proxy card
or similar  document  solicited by the Company is signed and dated with no votes
marked or  otherwise  indicated,  the  shares  represented  by the proxy card or
document shall be voted in accordance with the  recommendation of the Company or
the Board,  as set forth in the relevant proxy  statement.  However,  if a proxy
card or similar document is specifically indicated as not voting with respect to
any issue,  those  shares  shall not be deemed to have been cast with respect to
that  issue  (regardless  of whether


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such shares are otherwise  deemed to be  represented or present at that meeting)
and accordingly shall not be counted in determining the number of votes required
to adopt or approve such issue.

         Section 3.9 VOTING REQUIREMENTS FOR ELECTION OF DIRECTORS (REFERENCE TO
SECTION  4.5).  Reference  is made to Section 4.5 of these Bylaws for the voting
requirements for the election of directors.

         Section 3.10  VOTING REQUIREMENTS FOR SPECIAL ISSUES.
                                                              --

         (a)  GENERAL  DEFINITION.  For  purposes of these  Bylaws,  each of the
following matters shall be deemed a "special issue": (i) every matter designated
in the Delaware  Corporation  Law, in the  Certificate of  Incorporation  of the
Company,  or in these Bylaws as  requiring a vote higher than that  specified in
the Section 3.8 with  respect to any  particular  issue;  and (ii) every  matter
which is the subject of a requirement which is imposed by any agreement to which
the Company may become  subject or which the Board  otherwise  determines  to be
applicable  to a  particular  issue  upon  which  a vote is to be  taken  at any
particular  stockholders  meeting  and which  requires a vote  higher  than that
specified in Section 3.8 with respect to that particular issue.

         (b) OTHER  MATTERS  CONSTITUTING  SPECIAL  ISSUES.  In  addition to the
special  issues  identified in paragraph  (a), the Board at its  discretion  may
choose to  establish a vote  requirement  as the minimum  required to approve or
take any  particular  action at a particular  stockholders  meeting,  and if the
Board  shall  choose  to do so,  the  action  shall  not be  deemed to have been
approved or taken unless the vote requirement  established by the Board for that
issue  shall be  achieved.  Any issue with  respect  to which  such  requirement
applies  shall also be deemed to be a  "special  issue"  for  purposes  of these
Bylaws.

         (c) APPROVAL OF SPECIAL  ISSUES.  Every special issue governed shall be
deemed  approved  at any  particular  stockholders  meeting if it  receives  the
stockholder  votes  required by every special voting  requirement  applicable to
that  particular  issue and shall be deemed  defeated  if it does not receive at
least that number of stockholder votes.

         (d)  INAPPLICABILITY OF SECTION 3.7. The quorum requirements in Section
3.7  shall  not  apply  to  voting  on  any  issue  subject  to  special  voting
requirements.

         Section 3.11  MEETING ADJOURNMENT.

         (a) AUTHORITY OF THE  PRESIDING  OFFICER.  The Presiding  Officer shall
have the authority to adjourn any  stockholders  meeting at any time (whether or
not a quorum is  present),  to  determine  whether  the  meeting  will resume or
whether the adjournment is final, and if the meeting is to resume,  to determine
the time and place at which the meeting will resume.


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         (b)  STOCKHOLDER  VOTES.  No  stockholder  vote or other business shall
occur  after a  stockholders  meeting  has been  adjourned  unless and until the
meeting shall be resumed pursuant to the direction of the Presiding Officer.  If
the  Presiding  Officer  shall  determine  to resume an  adjourned  meeting  any
stockholder vote or other business may be transacted at the resumed meeting that
could have been  transacted at the original  meeting if the requisite  number of
shares had been present at the original meeting.

         (c) ADJOURNED MEETINGS. When a meeting is adjourned to another time and
place,  notice need not be given of the adjourned  meeting if the time and place
thereof are  announced  at the meeting at which the  adjournment  is taken.  The
requirement  that the record date for any  particular  meeting shall not be more
than  sixty days  before  the date of such  meeting  shall be  satisfied  if the
initial  meeting  shall be  convened  within  that  sixty day period and if that
initial  meeting  shall  be  adjourned,  the  same  record  date  may be used to
determine the  stockholders  entitled to vote at any  resumption of that meeting
even if that resumption occurs more than sixty days after that record date.

         Section  3.12 NO ACTION  BY  CONSENT.  A holder of common  stock or any
other class of stock at any time issued by the Company  shall not have the right
to take  action by written  consent.  Rather,  stockholders  shall only have the
right to act with respect to any particular  issue at a meeting of  stockholders
at which that issue is properly up for a vote by stockholders.

         Section 3.13 STOCKHOLDER PROPOSALS.

         (a)  RIGHT  TO  MAKE  PROPOSALS;   QUALIFIED   STOCKHOLDER   PROPOSALS.
Stockholders   shall  be  entitled  to  make  proposals  to  be  voted  upon  by
stockholders at an annual meeting  provided that they comply with the procedures
required  by  this  Section  3.13.   Only  those  proposals  which  satisfy  all
requirements   specified  in  this  Section  3.13  shall  be  deemed  "qualified
stockholder proposals."

         (b)  REQUIREMENTS FOR QUALIFIED STOCKHOLDER PROPOSALS.  In order for a
proposal to constitute a "qualified stockholder proposal," all of the following
requirements must be satisfied:

         (1)      The proposal must be made for submission at an annual meeting
                  of stockholders;

         (2)      The proposal must be a proper subject for stockholder  action.
                  The Company  shall be entitled to determine  that any proposal
                  which the  stockholder is not entitled to have included in the
                  Company's proxy statement for the meeting under the Securities
                  Exchange Act of 1934 (the "Exchange  Act") and the regulations
                  issued by the  Securities and Exchange  Commission  (which are
                  collectively  herein  called the "SEC  Proxy  Rules") is not a
                  proper subject for stockholder action;

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         (3)      The  proposal  must be made by a  stockholder  who  shall be a
                  record  holder on the record date for that meeting and at that
                  meeting of shares  entitled  to be voted for the  proposal  (a
                  "proposing stockholder");

         (4)      The  proposing  stockholder  must  deliver  a  written  notice
                  identifying  such  proposal  to the  office  of the  Company's
                  Corporate  Secretary  at  the  Company's  principal  executive
                  office which provides the information required by these Bylaws
                  which is timely under the standards  given in these Bylaws for
                  stockholder  nominations of director  candidates for an annual
                  meeting;

         (5)      Such  stockholder's  proposal  notice  shall:  (i)  contain  a
                  description of the proposal,  the reasons for the proposal and
                  any  material  interest  in  such  proposal  by the  proposing
                  stockholder  or the  beneficial  owner  of  the  stockholder's
                  record  shares;  (ii) contain an  affirmation by the proposing
                  stockholder  that the stockholder  satisfies the  requirements
                  specified in this section for  presentation  of such proposal;
                  and (iii) as to the  stockholder  making the  proposal and the
                  beneficial owner, if any, on whose behalf the proposal is made
                  (x) the name and address of such  stockholder,  as they appear
                  on the Company's  books,  and of such beneficial owner and the
                  telephone  number at which each may be reached  during  normal
                  business  hours  through  the time for  which the  meeting  is
                  scheduled  and (y) the  class  and  number  of  shares  of the
                  Company  which  are owned  beneficially  and of record by such
                  stockholder and such beneficial owner; and

         (6)      The  proposing  stockholder  and the  beneficial  owner  shall
                  provide such other  information as any Executive Officer shall
                  reasonably  deem  relevant  within  such  time  limits  as any
                  Executive   Officer   shall   reasonably   impose   for   such
                  information.

         (c) CONFORMITY  WITH SEC PROXY RULES.  Nothing in these Bylaws shall be
deemed to prohibit a stockholder  from  including any proposals in the Company's
proxy  statement to the extent such inclusion shall be required by the SEC Proxy
Rules or to lessen any  obligation  by any  stockholder  to comply  with the SEC
Proxy Rules. Conversely, neither the fact that a stockholder's nominee qualifies
as a qualified candidate nor the fact that a stockholder's proposal qualifies as
a qualified  proposal  under these Bylaws shall  obligate the Company to endorse
that  candidate  or proposal or (except to the extent  required by the SEC Proxy
Rules) to provide a means to vote on that  proposal on proxy cards  solicited by
the Company or to include information about that proposal in the Company's proxy
statement.


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<PAGE>




                                  ARTICLE FOUR

                                    DIRECTORS

         Section 4.1 GENERAL  POWERS.  The  business  and affairs of the Company
shall be managed by or under the  direction  of the Board.  In  addition  to the
powers and authorities  expressly  conferred upon it by these Bylaws,  the Board
may  exercise  all such  powers of the  Company  and do all such lawful acts and
things as are not by statute or by the Certificate of  Incorporation or by these
Bylaws  directed  or  required  to be  exercised  or  done  exclusively  by  the
stockholders.

         Section 4.2 NUMBER OF  DIRECTORS.  Until  otherwise  determined  by the
Board acting pursuant to Section 4.4, the number of positions on the Board shall
be three (3).

         Section  4.3  DIVISION  OF THE BOARD INTO  CLASSES.  The Board shall be
divided into three classes in accordance with the Certificate of  Incorporation.
The  positions  within  each  class  shall be the same in number  as  reasonably
practicable.  Directors within a given class shall be designated as the Class of
[Year], with the entry for Year being the year of the next triennial election of
directors of that class.

         Section 4.4 BOARD'S POWER TO ALTER THE NUMBER OF DIRECTORS AND THE SIZE
OF CLASSES. The Board shall have the power (within the limitations prescribed by
the  Certificate of  Incorporation)  by a resolution  adopted by not less than a
majority of all sitting  directors at the time of such  adoption to alter at any
time and from time to time (i) the total number of directorship positions on the
Board and (ii) the number of directorship  positions in any of the three classes
of  directors  established  by  the  Certificate  of  Incorporation.  Except  as
otherwise  expressly  provided in the  Certificate  of  Incorporation,  from the
adoption of any  particular  resolution in the manner  provided in the preceding
sentence until the adoption in the manner  prescribed by the preceding  sentence
of any subsequent resolution altering the results of the particular  resolution,
(i) the total  number of  directorship  positions on the Board shall be equal to
the  number  specified  in the  particular  resolution  and (ii) the  number  of
directorship  positions in each of the three classes of directors established by
the  Certificate  of  Incorporation  shall  be  the  number  established  in the
particular resolution.

         Section 4.5  ELECTION OF DIRECTORS BY STOCKHOLDERS.

         (a) ELECTION BY PLURALITY  VOTE.  Qualified  candidates (as hereinafter
defined) for election as  directors  at any meeting of the  stockholders  of the
Company shall be elected by plurality vote.  Accordingly,  if votes are cast for
more individuals than the number of positions to be filled at that meeting, then
a qualified  candidate  shall be deemed elected to one of those positions if the
number of qualified  candidates who received more votes than that individual are
less than the number of  positions  on the Board  which are to be filled at that
meeting.  (For example,  if five  positions on the Board were up for election at
any particular  stockholders  meeting,  then the five  qualified  candidates who
receive more


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votes  than any  other  qualified  candidates  shall be deemed  elected  at that
meeting).  Without  limiting by  implication  the  generality  of the  preceding
provision,  it shall not be necessary for election to the Board that a candidate
receive a majority of the votes comprising the quorum for the meeting so long as
the  individual  receives a number of votes  sufficient  for election  under the
terms of this paragraph (a).

         (b) NUMBER OF VOTES CAST BY A STOCKHOLDER.  Each  stockholder  shall be
entitled  to cast with  respect to each  position  on the Board to be elected by
stockholders at that meeting a number of votes attributable to the record shares
in the common  voting class held of record by that  stockholder  at the relevant
record date and such  stockholder  may  distribute  those votes among  qualified
candidates for election to that position in such manner as such  stockholder may
wish.

         (c) NO CUMULATIVE VOTING. Voting for directors shall not be cumulative.
Accordingly, the maximum number of votes a stockholder shall be entitled to cast
for any  particular  qualified  candidate  shall not  exceed the number of votes
attributable  to the record  shares in the common voting class held of record by
that stockholder at the relevant record date.

         (d) EFFECTIVE  VOTING LIMITED TO QUALIFIED  CANDIDATES.  Only qualified
candidates may be elected to the Board at any particular  stockholders  meeting.
Votes cast in favor of an individual who is not a qualified  candidate shall not
be effective to elect that  individual  to the Board  regardless  of whether (i)
that individual receives a greater number of votes than qualified candidates who
are elected to the Board under the preceding  provisions of this section or (ii)
no other individual  receives any votes at that meeting (which might be the case
if an individual were proposed for election to a vacant position on the Board at
a special  meeting which was not called by the Board for the purpose of electing
directors or for which no qualified candidate was nominated).

         (e)  IDENTIFICATION  OF QUALIFIED  CANDIDATES.  An individual  shall be
deemed a  qualified  candidate  for  election  to the  Board  at any  particular
stockholders  meeting if that  individual (i) is younger than age 70 at the date
he or she is to be elected and (ii) shall have been  nominated  for  election by
the Board or shall have been nominated for election in a manner which  satisfies
all of the requirements specified in paragraph (g) of this Section 4.5.

         (f) STATUS OF  NON-INDEPENDENT  CANDIDATES.  As used in this  paragraph
(f), the term "non-independent  candidate" as applied to any particular election
of directors means an individual who satisfies the conditions of clauses (i) and
(ii) of paragraph (e) above but who is not an  "independent  director" under the
standard prescribed in Section 7.5.2 of the Certificate of Incorporation. In the
event  that  in any  particular  election  of  directors  Section  7.5.1  of the
Certificate   of   Incorporation   would   permit   some  but  not  all  of  the
non-independent  candidates  for director at that  election to be elected to the
Board, then paragraph (d) of this Section 4.5 shall be applied to fill positions
on  the  Board  as if  all  of the  non-independent  candidates  were  qualified
candidates until all positions available for


                                       11
<PAGE>

non-independent   candidates  at  that  election  under  Section  7.5.1  of  the
Certificate  of  Incorporation   are  filled.   The  remaining   non-independent
candidates shall, in accordance  paragraph (d) of this Section 4.5, be deemed to
be not qualified candidates.

         (g) CANDIDATES  NOT NOMINATED BY THE BOARD.  In order for an individual
not  nominated  by the Board to be a "qualified  candidate"  for election to the
Board  at  any  particular  meeting  of  stockholders,   all  of  the  following
requirements must be satisfied:

         (1)      The  nomination  must be made for an election to be held at an
                  annual  meeting  of  stockholders  or  a  special  meeting  of
                  stockholders in which the Board has determined that candidates
                  will be  elected  by the  common  voting  class to one or more
                  positions on the Board;

         (2)      The individual must be nominated by a stockholder who shall be
                  the record  owner on the record  date for that  meeting and at
                  that  meeting of shares  entitled to be voted at that  meeting
                  for the election of directors (a "nominating stockholder");

         (3)      The  nominating  stockholder  must  deliver  a timely  written
                  nomination  notice to the  office of the  Company's  Corporate
                  Secretary at the Company's  principal  executive  office which
                  provides the information required by these Bylaws;

         (4)      To be timely for an annual  meeting,  a  stockholder's  notice
                  must be actually delivered to the Corporate Secretary's office
                  not  later  than  the  close of  business  on the 75th day nor
                  earlier  than the close of  business on the 105th day prior to
                  the first  anniversary of the preceding year's annual meeting;
                  provided, however, that:

                  (i)   if the date of the annual meeting is more than 30 days
                        before or more than 60 days after such anniversary date,
                        notice by the stockholder to be timely must be so
                        delivered not earlier than the close of business on the
                        105th day prior to such annual meeting and not later
                        than the close of business on the later of the 75th day
                        prior to such annual meeting or the 10th day following
                        the day on which public announcement of the date of such
                        meeting is first made by the Company, and

                  (ii)  if the number of directors to be elected to the Board is
                        increased and there in no public announcement by the
                        Company naming all of the nominees for director or
                        specifying the size of the increased Board at least 115
                        days prior to the first anniversary of the preceding
                        year's annual meeting, a stockholder's nominating notice
                        required by this Bylaw shall also be considered timely,
                        but only with respect to nominees for any new positions
                        created by such

                                       12
<PAGE>

                        increase, if (x) the stockholder shall have nominated
                        candidates in accordance with the requirements in these
                        Bylaws for all Board positions not covered by such
                        increase and (y) the nomination notice for candidates to
                        fill the expanded positions shall be actually delivered
                        to the Corporate Secretary at the Company's principal
                        executive office not later than the close of business on
                        the 10th day following the day on which such public
                        announcement is first made by Company;

         (5)      If  the  election  is to be  held  at a  special  stockholders
                  meeting,  a stockholder's  nominating  notice required by this
                  Bylaw shall be considered  timely for that meeting if it shall
                  be actually  delivered to the Corporate  Secretary's office at
                  the Company's  principal  executive  office not later than the
                  close of business on the 10th day  following  the day on which
                  the Company  shall  first  publicly  announce  the date of the
                  special meeting and that a vote by stockholders  will be taken
                  at that meeting to elect a director or directors;

         (6)      In no event shall the public announcement of an adjournment of
                  an annual meeting commence a new time period for the giving of
                  a  stockholder's  notice as described  above.  For purposes of
                  these Bylaws, "public announcement" shall mean disclosure in a
                  press  release   reported  by  the  Dow  Jones  News  Service,
                  Associated  Press or comparable  national news service or in a
                  document publicly filed by the Company with the Securities and
                  Exchange Commission pursuant to Section 13, 14 or 15(d) of the
                  Exchange Act;

         (7)      Such stockholder's nomination notice shall --

                  (i)   set forth as to each person whom the stockholder
                        proposes to nominate for election or re-election as a
                        director all information relating to such person that is
                        required to be disclosed in solicitations of proxies for
                        election of directors in an election contest, or is
                        otherwise required, in each case pursuant to Regulation
                        14A under the Exchange Act and Rule 14a-11 thereunder;

                  (ii)  be accompanied by each nominee's written consent to
                        being named in the proxy statement as a nominee and to
                        serving as a director if elected;

                  (iii) set forth the name and address of the stockholder giving
                        the notice and the beneficial owner of the shares owned
                        of record by the beneficial owner, and the telephone
                        number at which the Company will be able to reach the
                        stockholder, the beneficial owner and each

                                       13
<PAGE>

                        nominee during usual business hours during the period
                        through the meeting at which the nomination is to take
                        place;

                  (iv)  set forth the class and number of shares of the
                        Company which are owned beneficially and of record by
                        such stockholder and such beneficial owner; and

                  (v)   be  accompanied  by  each  nominee's  undertaking  to
                        affirm,  at the  time of his or her  election  to the
                        Board,  his or her  independence  under the  standard
                        prescribed  in  Section  7.5  of the  Certificate  of
                        Incorporation, or if the nominee cannot affirm his or
                        her  independence,  then the nominee shall explain in
                        reasonable  detail  why he or she is unable to do so;
                        and

         (8)      The  nominating  stockholder,  the  beneficial  owner and each
                  nominee shall provide such other  information as any Executive
                  Officer shall reasonably deem relevant within such time limits
                  as any  Executive  Officer  shall  reasonably  impose for such
                  information.

         Section 4.6 VACANCIES.  Neither the provisions of the preceding section
nor anything else shall  diminish the right granted to the sitting  directors to
elect individuals to fill any vacancy which shall occur for any reason.

         Section 4.7 ANNUAL  MEETINGS.  An annual  meeting of the Board shall be
held each year for the  appointment  of  officers  of the Company and such other
matters as shall come before the meeting.  The annual meeting of the Board shall
be held  without  other  notice  than this  Bylaw on the same date as the annual
meeting of stockholders.

         Section 4.8 OTHER  MEETINGS.  Regular  meetings,  other than the annual
meeting,  of the Board may be held without notice at such time and at such place
as shall from time to time be determined  by  resolution  of the Board.  Special
meetings  of the Board may be called by or at the  request of the  Chairman or a
majority  of the sitting  directors.  The person or persons who call any special
meeting  of the Board may fix the time and place at which the  meeting  shall be
held.

         Section 4.9  NOTICE.

         (a)  GENERAL  RULE.  Except as provided  in the  immediately  following
subsection  (b),  notice of any special  meeting shall be given at least one day
prior  thereto  if  notice  is given  by  telephone,  by fax or by  other  means
reasonably  calculated to reach the director on the date it is transmitted,  two
days prior to the meeting if it is given by Federal Express or other  comparable
courier  reasonably  calculated to reach the  director's  usual address the date
after it is delivered to the courier, or five days prior to the meeting if it is
transmitted solely by mail. Notice shall be effective if it shall be sent to the
director's  usual address or to any other  address  which any Executive  Officer
reasonably believes has a better

                                       14
<PAGE>

chance to actually reach the director. Neither the business to be transacted at,
nor the purpose of, any annual, regular or special meeting of the Board need be
specified in the notice or waiver of notice of such meeting.

         (b)  EMERGENCY  MEETINGS.  In the  event  that the  Company's  Chairman
determines  that the  Board  should  consider  an  issue  sooner  than  would be
permitted under the notice  provisions in the immediately  preceding  subsection
(a), then notice shall be given by any means which are  sufficient to obtain the
attendance  of at least a majority of the sitting  directors  at the meeting and
which in the judgment of the Chairman are the most sensible  means to attempting
to contact  every  director  whom he or she  believes  it is possible to contact
before the meeting.  The Company  shall advise any director not in attendance at
that  meeting of the  occurrence  of that  meeting  and  actions  taken at it as
promptly  as it is  reasonably  able to  communicate  such  information  to such
director.

         4.10  QUORUM, REQUIRED VOTE AND ADJOURNMENT.

         (a)  GENERAL  RULES.  Except as  otherwise  provided in  paragraph  (b)
immediately  below, a quorum for the transaction of business with respect to any
given  matter at any  meeting of the Board  shall  consist of a majority  of the
number of sitting directors and the vote of a majority of directors present at a
meeting at which a quorum is present shall be the act of the Board.

         (b)  SPECIAL  CASES.  If an express  provision  in the  Certificate  of
Incorporation  or Bylaws permits or requires  action to be taken by the Board by
vote of a number of directors  different from the number prescribed in paragraph
(a)  immediately  above,  then the number so prescribed in such provision  shall
constitute  the number  required  for a quorum with respect to, and for approval
of, the action specified in such express provision.

         (c)  ADJOURNMENTS.  If a quorum is not  present  at any  meeting of the
Board,  the directors who are present  thereat may adjourn the meeting from time
to time,  without notice other than announcement at the meeting,  until a quorum
shall be present.

         (d) "ABSOLUTE BOARD MAJORITY" DEFINED. The term "Absolute Board
Majority" means a majority of the sitting directors on the Board at the time as
of which the term shall be applied.

         Section 4.11  PARTICIPATION  BY TELEPHONE.  Members of the Board or any
Committee  thereof  may  participate  in and act at any  meeting of the Board or
Committee  through the use of a  conference  telephone  or other  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in the meeting  pursuant to this section  shall
constitute presence in person at the meeting.

         Section 4.12 WAIVER OF NOTICE AND PRESUMPTION OF ASSENT.  Any member of
the  Board  or any  Committee  thereof  who is  present  at a  meeting  shall be
conclusively


                                       15
<PAGE>


presumed to have waived notice of such meeting except when such member attends
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. Such member shall be conclusively presumed to have assented to any
action taken unless his or her dissent shall be entered in the minutes of the
meeting or unless his or her written dissent to such action shall be filed with
the person acting as the secretary of the meeting before the adjournment thereof
or shall be forwarded by registered mail to the Corporate Secretary of the
Company immediately after the adjournment of the meeting. Such right to dissent
shall not apply to any member who voted in favor of such action. No failure to
provide notice to all or any one or more of the directors shall impair the due
authorization or validity of any action (i) approved by a majority of the
sitting directors at any meeting of the Board or (ii) approved by the majority
of the members of any Board Committee at any meeting of that Committee.

         Section  4.13  ACTION  BY  WRITTEN  CONSENT.  Any  action  required  or
permitted to be taken at any meeting of the Board or of any  Committee  thereof,
may be taken without a meeting if all members of the Board or Committee,  as the
case may be, consent  thereto in writing.  In the event one or more positions on
the Board or any Committee  shall be vacant at the time of execution of any such
consent,  such consent shall  nevertheless be effective if it shall be signed by
all sitting  directors serving as members of the Board or such Committee at such
time and if the persons  signing  the  consent  would be able to take the action
called for by the consent at a properly constituted meeting of the Board or such
Committee.

         Section 4.14 COMPENSATION. A director who is an employee of the Company
or any of its  subsidiaries  shall not receive any stated  salary or fee for his
service  as  director.  A  director  who is not an  employee  may  receive  such
compensation  for his  services as a director as is fixed by  resolution  of the
Board. Members of any Board Committee or any other committee  established by the
Board may receive such  compensation for their duties as Committee members as is
fixed by resolution of the Board.  All directors  shall be reimbursed  for their
expenses incurred to attend meetings of the Board and Board Committees.

         Section 4.15 STAKEHOLDER INTERESTS.  The Board shall have the authority
to make its decisions based on a long-term  perspective and in doing so shall be
entitled to make decisions which may produce short-term  outcomes less favorable
than alternatives which may be available to the Company or its stockholders. The
Board in making its  decisions  shall be entitled to consider  the  interests of
stakeholders in the Company other than stockholders,  including employees, areas
in which the Company maintains operations,  creditors,  and other persons who in
the Board's sole judgment have a legitimate stake in the Board's  decision.  The
Board shall have  discretion  to  determine  how to balance any  interests,  the
interests of stockholders, and other stakeholders in arriving at any decision.



                                       16
<PAGE>

                                  ARTICLE FIVE

                                BOARD COMMITTEES

         Section 5.1 BOARD  COMMITTEES.  The term "Board  Committee"  as used in
these  Bylaws  means any  Committee  comprised  exclusively  of directors of the
Company which is identified as a "Board  Committee" either in these Bylaws or in
any resolution adopted by the Board.

         Section 5.2  STANDING COMMITTEES.  The following committees (the
"Standing Committees") are established by these Bylaws:

                           Executive Committee
                           Audit and Finance Committee
                           Governance and Nominating Committee
                           Compensation and Leadership Development Committee.

Each  Standing  Committee  shall have such  powers and  responsibilities  as are
established  for such  Committee  in this Article Five and such other powers and
responsibilities  as may be  delegated  to such  Committee  by the  Board.  Each
Standing Committee shall be a Board Committee.

         Section  5.3  OTHER  COMMITTEES.  The  Board  shall  have the  power to
establish  committees in addition to the Standing  Committees and to delegate to
any such Committee any power  exercisable by the Board,  provided that each such
Committee shall consist solely of directors.  Unless otherwise  specified in the
resolution  which  creates  a  Committee  pursuant  to this  Section  5.3,  such
Committee shall be a Board Committee.

         Section 5.4 NAMES OF BOARD  COMMITTEES;  MINUTES.  Each Board Committee
shall have such name or names as may be  prescribed  in these Bylaws or by Board
resolution. Each Committee shall keep regular minutes of its meetings and report
the same to the Board when required.

         Section 5.5  MEMBERSHIP.

         (a) NUMBER OF MEMBERS ON COMMITTEES.  The Board shall have the power to
establish the number of membership  positions on each Board  Committee from time
to time and to change the number of membership  positions on such Committee from
time to time.

         (b) APPOINTMENTS AND REMOVALS.  The Board shall have the power, subject
to  initiation  by the Chairman and the  recommendation  of the  Governance  and
Nominating  Committee,  to appoint the  membership of each Board  Committee.  No
member of the present or former  management  of the  Company  shall serve on any
Standing Committee

                                       17
<PAGE>


except the Executive Committee. A person's membership on any Board Committee
shall automatically terminate when such person ceases to be a director of the
Company.

         Section 5.6 COMMITTEE  RULES.  Each  Committee of the Board may fix its
own rules of  procedure  and shall hold its  meetings as provided by such rules,
except as may otherwise be provided by a resolution adopted by the Board. Unless
otherwise provided in such a resolution,  the presence of at least a majority of
the members of the Committee  shall be necessary to constitute a quorum.  In the
event that a member is absent or is otherwise  unable or unwilling to act and no
designated alternate member is available and willing and able to act, the member
or members  thereof  present at any meeting and not  disqualified  from  voting,
whether  or not such  member or members  constitute  a quorum,  may  unanimously
appoint  another  member of the Board to act at the meeting in place of any such
absent or disqualified member.

         Section 5.7 POWERS. Except as otherwise provided in Section 5.8 hereof,
each Board Committee, shall, as provided in a resolution of the Board (including
a  charter  of a Board  Committee  that is  approved  by the  Board) or in these
Bylaws,  have and may exercise all the powers and  authority of the Board in the
management of the business and affairs of the Company.

         Section 5.8 RESERVED POWERS.  No Board Committee or any other committee
shall  have the  right or power (i) to amend,  alter or  repeal  any  resolution
adopted by the Board which by its terms  precludes such action by such Committee
or to take any action which has the same substantive  effect or (ii) to take any
action which is not permitted under the Delaware  General  Corporation Law to be
taken by committees of boards of directors.

         Section 5.9 VOTE REQUIRED.  The members  holding at least a majority of
the positions on any Board Committee  shall  constitute a quorum for purposes of
any meeting of such Committee.  The affirmative vote of members holding at least
a majority  of the  positions  on any Board  Committee  shall be  necessary  and
sufficient to approve any action within the Committee's power, and any action so
approved by such a majority  shall be deemed to have been taken by the Committee
and to be the act of such Committee.

         Section 5.10 GOVERNANCE.  The Chairman,  with the consent of the Board,
may designate the person who is to serve as chairman of any Board Committee.  In
the absence of any such  designation by the Board,  the members of the Committee
may either  designate  one member of the  Committee  as its chairman or elect to
operate  without a chairman.  Each Board  Committee  may appoint a secretary who
need not be a member of the  Committee or a member of the Board  (provided  that
any secretary  who is not a member of the Committee  shall not have the right to
vote on any matter or count for purposes of determining  whether a quorum exists
for purposes of action by such  Committee).  Each Board Committee shall have the
right to  establish  such  rules  and  procedures  governing  its  meetings  and
operations  as such  Committee  shall  deem  desirable  provided  such rules and
procedures  shall not be  inconsistent  with the  Certificate of  Incorporation,
these Bylaws, or any direction to the Committee issued by the Board.


                                       18
<PAGE>

         Section 5.11  EXECUTIVE COMMITTEE.

         (a) AUTHORITY AND RESPONSIBILITIES.  The Executive Committee shall have
the right and power to grant any  authorization  or approval  and take any other
action  which the Board could take  (including  but not limited to any  function
expressly  delegated  to the Board in these  Bylaws)  except  for (i) any action
which a Board Committee is expressly prohibited from taking under the provisions
of Section 5.8 or (ii) any action  establishing  the compensation for any member
of the Executive Committee.

         (b) MEMBERSHIP.  The Chairman, Chief Executive Officer and the chairman
of each Standing  Committee  shall serve as members of the Executive  Committee.
The  Board  may  elect  from one of its  members  a  Chairman  of the  Executive
Committee.  Subject to the preceding  sentence,  the membership of the Executive
Committee shall be determined as provided in Section 5.5.

         Section 5.12  AUDIT AND FINANCE COMMITTEE.

         (a) AUTHORITY  AND  RESPONSIBILITIES.  The Audit and Finance  Committee
shall approve and  recommend  for approval by the Board a charter  setting forth
such  Committee's  authority  and  responsibilities  with  respect  to the audit
function of the  Committee.  With respect to its audit  function,  the Audit and
Finance  Committee  shall:  (i)  recommend  to the  Board  annually  a  firm  of
independent  public  accountants  to act as  auditors  for the  Company  and the
subsidiaries to be included in the Company's  consolidated financial statements;
(ii) review with the auditors in advance the scope of their annual audit for the
Company;  (iii) review with the auditors and the  management  from time to time,
the  accounting  principles,  policies,  and  practices  of the  Company and its
reporting policies and practices for the Company;  (iv) review with the auditors
annually  the  results of their audit for the  Company;  (v) review from time to
time with the auditors and the internal financial  personnel the adequacy of the
accounting, financial and operating controls for the Company; (vi) exercise such
other  responsibilities  and duties  with  respect to its audit  function as set
forth in the Audit and Finance Committee's Charter and Operating Guidelines; and
(vii) exercise such other  authority  which shall from time to time be delegated
to the  Committee  by the Board or which the  Committee  shall  deem  reasonably
related to any  authority  delegated  to the  Committee  in or  pursuant to this
Section  5. The Audit and  Finance  Committee  may  approve  and  recommend  for
approval by the Board a charter  setting  forth such  Committee's  authority and
responsibilities  with respect to the finance  function of the  Committee.  With
respect to its finance function,  the Audit and Finance Committee shall serve as
a committee of special expertise on financial matters affecting the Company. The
Audit and Finance  Committee shall (i) review financial reports and analyses and
shall make  recommendations  on financial  matters to the Board or the Executive
Committee;  (ii) review from time to time matters relating to stock repurchases,
acquisitions,  dispositions,  financing and venture fund investments;  and (iii)
exercise such other  authority which shall from time to time be delegated to the
Committee by the Board or which the Committee shall deem  reasonably  related to
any authority delegated to the Committee in or pursuant to this Section 5.


                                       19
<PAGE>

         (b) MEMBERSHIP.  The Audit and Finance Committee shall be made up of at
least three members of the Board who are "independent" within the meaning of the
rules of the New York Stock  Exchange.  Subject to the preceding  sentence,  the
membership of the Audit and Finance Committee shall be determined as provided in
Section 5.5.

         Section 5.13  GOVERNANCE AND NOMINATING COMMITTEE.

         (a) AUTHORITY  AND  RESPONSIBILITIES.  The  Governance  and  Nominating
Committee  shall recommend to the Board (i) persons to be nominated by the Board
for election to the Board by stockholders at each annual meeting of stockholders
and (ii) the persons to be elected to any vacancy on the Board which shall occur
for any reason. The Governance and Nominating  Committee shall accept nomination
of  candidates  to fill the Board from the  stockholders  of the Company if such
nominations are submitted within the time limits and in the manner prescribed in
Section 4.5(g). After initiation by the Chairman,  the Governance and Nominating
Committee  recommends  appointments to Committees of the Board.  The Chairman of
the Governance and Nominating Committee serves with the Chairman of the Board in
the process of conducting  performance  reviews of the Board, its Committees and
directors.  The  Governance  and  Nominating  Committee  may exercise such other
authority  which shall from time to time be  delegated  to the  Committee by the
Board or which the  Committee  shall deem  reasonably  related to any  authority
delegated to the Committee in or pursuant to this Section 5. The  Governance and
Nominating  Committee  may approve  and  recommend  for  approval by the Board a
charter setting forth such Committee's authority and responsibilities.

         (b) MEMBERSHIP.  The Governance and Nominating  Committee shall be made
up of at least three  members of the Board who are not employees of the Company.
Subject  to  the  preceding  sentence,  the  membership  of the  Governance  and
Nominating Committee shall be determined as provided in Section 5.5.

         Section 5.14  COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE.

         (a) AUTHORITY AND  RESPONSIBILITIES.  The  Compensation  and Leadership
Development Committee shall: (i) establish compensation policies with respect to
senior management of the Company;  (ii) periodically review and recommend to the
Board for its  approval  the  annual  and  long-term  compensation  of the Chief
Executive Officer, including base compensation,  annual bonus, stock options and
other  long-term  compensation   arrangements   ("Compensation");   (iii)  after
initiation  and  recommendation  by the Chief  Executive  Officer,  periodically
review and determine the Compensation of senior management of the Company;  (iv)
conduct the performance and  development  review of the Chief Executive  Officer
and such other reviews of leadership,  people  development and succession as the
Chief  Executive  Officer and such  Committee from time to time  determine;  (v)
adopt  rules and  guidelines  and make final  administrative  determinations  in
connection with the Company's compensation plans, including its annual incentive
bonus plan,  long-term  performance  award plan and stock option plans;

                                       20
<PAGE>

and (vi) exercise such other authority which shall from time to time be
delegated to the Committee by the Board or which the Committee shall deem
reasonably related to any authority delegated to the Committee in or pursuant to
this Section 5. The Compensation and Leadership Development Committee may
approve and recommend for approval by the Board a charter setting forth such
Committee's authority and responsibilities.

         (b) MEMBERSHIP.  The Compensation and Leadership  Development Committee
shall  be made up of at  least  three  members  of the  Board  who are  "outside
directors"  within the meaning of the Internal  Revenue Service  regulations and
"non-employee  directors"  within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934. Subject to the preceding  sentence,  the membership of the
Compensation  and  Leadership  Development  Committee  shall  be  determined  as
provided in Section 5.5.


                                   ARTICLE SIX

                                    OFFICERS

         Section 6.1  EXECUTIVE  OFFICERS.  The Company shall have the following
Executive Officers: one Chairman, one Chief Executive Officer, one President and
Chief  Operating  Officer,  one  Chief  Financial  Officer,  one  or  more  Vice
Presidents,  one General Counsel, one Corporate Secretary,  one Controller,  and
one Treasurer.  The term "Executive Officer" whenever used in these Bylaws means
only the officers identified in the preceding sentence.  Any number of Executive
Officer positions may be held by the same person.  In its discretion,  the Board
may choose not to fill any Executive  Officer  position for any period as it may
deem advisable.

         Section 6.2 APPOINTMENT AND TERM OF OFFICE.  The Executive  Officers of
the Company shall be appointed  annually by the Board at its meeting held on the
date of, or its first meeting held after, each annual meeting of stockholders or
as soon  thereafter  as  conveniently  may be.  Vacancies  may be  filled or new
offices created and filled at any meeting of the Board.  Each Executive  Officer
shall  hold  office  until a  successor  is duly  appointed  or until his or her
earlier death,  resignation or removal as hereinafter  provided.  In case of the
absence of any officer of the  Company,  or for any other  reason that the Board
may deem sufficient,  the Board may delegate,  for the time being, the powers or
duties,  or any of  them,  of  such  officer  to any  other  officer,  or to any
director.  The Board shall have the right to authorize the Company to enter into
employment  contracts  providing  for the  employment  of any officer for a term
longer  than one year,  but no such  contract  shall  preclude  the  Board  from
removing any person from any position  with the Company  whenever in the Board's
judgment the best interests of the Company would be served thereby.

         Section 6.3 OTHER  MANAGEMENT  POSITIONS.  The Board,  Compensation and
Leadership  Development Committee or the Chairman shall have the right to create
other management  positions in addition to those designated as Executive Officer
positions in

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<PAGE>

these Bylaws, to determine the title associated with each such management
position, and to determine the scope of responsibility and authority
attributable to each position so created. Unless the Board or the Compensation
and Leadership Development Committee shall in its discretion take the initiative
in any case, the Chairman shall (i) be responsible for the selection of the
individual who shall fill any management position created pursuant to this
Section 6.3 and for determining the compensation and other employment terms for
such individual and (ii) shall have the power to remove any individual from any
such management position on his or her own initiative.

         Section 6.4  REMOVAL.  Any officer or agent may be removed by the Board
whenever in its  judgment  the best  interests  of the  Company  would be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  If the Chairman  shall  conclude  that any other
Executive  Officer  should be removed from office,  the Chairman  shall have the
power to suspend that other  Executive  Officer until the Board shall be able to
act on the Chairman's recommendation to remove that other Executive Officer.

         Section 6.5 VACANCIES.  Any vacancy  occurring in any Executive Officer
position because of death, resignation,  removal, disqualification or otherwise,
may be filled by the Board at any time.

         Section 6.6  COMPENSATION.  After initiation and  recommendation by the
Chief Executive  Officer,  the  Compensation of all Executive  Officers shall be
fixed by the Compensation  and Leadership  Development  Committee.  No Executive
Officer shall be prevented from receiving such  compensation by virtue of his or
her also being a director of the Company.

         Section 6.7 SIGNATURE AUTHORITY. Whenever any resolution adopted by the
Company's  stockholders,  Board or a Board Committee shall authorize the "proper
officers,"  "officers,"  "management,"  or  other  similar  management  group to
execute  any note,  contract or other  document  or to take any other  action or
shall generally  authorize any action without specifying the officer or officers
authorized to take such action,  any Executive  Officer acting alone and without
countersignatures  may take such action on behalf of the Company.  Any Executive
Officer  may  on  behalf  of  the  Company  sign  any  contract,  report  to any
governmental agency, or other instrument, except where the signing and execution
thereof  shall be  expressly  delegated by the Board  exclusively  to some other
officer or agent of the  Company  or shall be  required  by law to be  otherwise
signed or executed and except that the Board shall have the power by  resolution
to limit the authority of any officer.

         Section 6.8 CHAIRMAN. The Chairman shall, when present,  preside at all
meetings of (i) the stockholders of the Company and (ii) the Board. The Chairman
shall participate in formulating the policies of the Company and shall carry out
other duties which, from time to time, are assigned by the Board.


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<PAGE>


         Section 6.9 CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer,  who
may be the  Chairman of the  Company,  shall be the  Company's  chief  executive
officer and shall have general  charge of the business,  affairs and property of
the Company, and control over its officers,  agents and employees; and shall see
that all orders and resolutions of the Board are carried into effect,  and shall
have all  authority  implicit in the position of chief  executive  officer.  The
Chief Executive Officer shall have the authority to act on behalf of the Company
in any  manner  and any  agreement  or  commitment  made by the Chief  Executive
Officer on behalf of the Company shall be a valid and binding  obligation of the
Company.  The Chief  Executive  Officer shall have such other powers and perform
such other  duties as may be  prescribed  by the Board or as may be  provided in
these Bylaws.

         Section 6.10 PRESIDENT AND CHIEF OPERATING  OFFICER.  The President and
Chief  Operating  Officer shall be the Company's  president and chief  operating
officer and (subject to the  direction of the Board and the  Chairman)  shall be
generally  responsible for the day to day operating affairs of the Company.  The
Chief  Operating  Officer  shall have such other  powers and perform  such other
duties as may be prescribed by the Board,  the Chairman or as may be provided in
these Bylaws.

         Section 6.11 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
be the Company's  chief  financial  officer and (subject to the direction of the
Board and the Chairman)  shall be generally  responsible for the supervision and
control of the financial  affairs of the Company.  The Chief  Financial  Officer
shall be responsible for supervision of the Company's Controller and at any time
at which the office of  Controller  shall be vacant shall (i) perform the duties
of the Controller and (ii) be the Company's chief accounting officer.  The Chief
Financial  Officer  shall  be  responsible  for  supervision  of  the  Company's
Treasurer  and,  at any time at which the office of  Treasurer  shall be vacant,
shall perform the duties of the treasurer.

         Section  6.12  GENERAL  COUNSEL.  The  General  Counsel  shall  be  the
Company's chief legal officer and (subject to the direction of the Board and the
Chairman) shall be generally  responsible for the supervision and control of the
legal affairs of the Company.

         Section  6.13 VICE  PRESIDENTS.  Each Vice  President  shall  have such
responsibility  and  authority  as the Board,  the Chairman or these Bylaws may,
from time to time,  prescribe.  The Board may  designate  any Vice  President as
being  senior  in rank,  degree or  responsibility  and may  accord  such a Vice
President  an  appropriate  title  designating  his or her  senior  rank such as
"Executive Vice President" or "Senior Vice President" or "Group Vice President."
The Board or Chairman may assign a certain Vice President  responsibility  for a
designated  group,  division or function of the  Company's  business  and add an
appropriate descriptive designation to his title.

         Section  6.14  CORPORATE  SECRETARY.   The  Corporate  Secretary  shall
(subject to the direction of the Board,  the Chairman and the General  Counsel):
(i) keep the minutes of the  stockholders  and the Board meetings in one or more
books  provided  for that  purpose;  (ii) see that all notices to the  Company's
directors and  stockholders  are duly given in

                                       23
<PAGE>

accordance with the provisions of these Bylaws or as required by law; (iii) be
custodian of the records and of the seal of the Company and shall have the
nonexclusive authority (which shall be shared with every other Executive
Officer) to affix the Company's corporate seal to any contract, instrument or
other document executed on behalf of the Company; (iv) keep or cause to be kept
a register of the address of each stockholder as provided by that stockholder in
accordance with procedures established by or with the approval of the Corporate
Secretary or any other Executive Officer; (v) have general responsibility for
the Company's stock transfer records; (vi) supply in such circumstances as the
Corporate Secretary deems appropriate to any governmental agency or other person
a copy of any resolution adopted by the Company's stockholders or Board or by
any Board Committee, any corporate record or document, or other information
concerning the Company or any of its officers and certify on behalf of the
Company as to the accuracy and completeness of the resolution, record, document
or information supplied; and (vii) such other duties and have such other powers
as the Board or the Chairman may from time to time prescribe.

         Section  6.15  ASSISTANT  SECRETARY.  Each  Assistant  Secretary  shall
(subject to the direction of the Board, Chairman and Corporate Secretary) assist
the Corporate  Secretary in the performance of the Corporate  Secretary's duties
and be entitled to exercise the powers of the  Corporate  Secretary.  Any person
dealing  with the  Company  shall have the right to presume  (in the  absence of
actual  notice to the  contrary)  that each  Assistant  Secretary is entitled to
exercise the powers of the Secretary.

         Section 6.16 THE  CONTROLLER.  The  Controller  shall be the  Company's
chief  accounting  officer.  The  Controller  shall (subject to direction of the
Board,  Chairman  and  Chief  Financial  Officer)  have  general  charge  of and
responsibility for: the accounting and auditing affairs of the Company;  keeping
of the general and cost  accounting  books and records,  general and  supporting
ledgers  and other  documents  and papers  necessary  to  properly  reflect  the
business and corporate  transactions upon the books of the Company; the clerical
and office procedures of the corporate offices; the preparation of the operating
budget for the  Company;  the  preparation,  compilation  and filing of reports,
statements, statistics and other data that may be required by law or that may be
prescribed  by the  Board,  Chairman  or the Chief  Financial  Officer;  and the
performance of such other duties and  responsibilities as may be assigned to the
Controller by the Chairman or the Chief Financial Officer.  The Controller shall
supply such reports and  information  directly to the Board's  Audit and Finance
Committee as the Audit and Finance Committee shall request.

         Section 6.17  TREASURER.  The Treasurer shall (subject to the direction
of the Board,  Chairman and Chief Financial  Officer) have charge and custody of
and be responsible for all funds and securities of the Company; receive and give
receipts for monies due and payable to the Company  from any source  whatsoever,
and deposit  all such  monies in the name of the  Company in such  banks,  trust
companies or other  depositories  as shall be selected by or under  authority of
the Board,  the Chairman,  or the Chief Financial  Officer;  keep or cause to be
kept  accurate and complete  records  showing

                                       24
<PAGE>

any receipts and disbursement of money or securities by the Company and showing
the amount of cash and cash equivalent investments held in any account at any
given time on behalf of the Company; and, in general, perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned to him or her by the Board, Chairman or the Chief Financial
Officer. The Treasurer shall give a bond if required by the Board for the
faithful discharge of his duties in a sum and with one or more sureties
satisfactory to the Board.

         Section  6.18  ASSISTANT  TREASURER.  Each  Assistant  Treasurer  shall
(subject to the direction of the Board,  Chairman,  Chief Financial  Officer and
Treasurer) assist the Treasurer in the performance of the Treasurer's duties and
be entitled to exercise the powers of the  Treasurer.  Each person  dealing with
the Company  shall have the right to presume (in the absence of actual notice to
the contrary) that each  Assistant  Treasurer is entitled to exercise the powers
of the Treasurer.

         Section 6.19 IMPLICIT AUTHORITY. In addition to the authority expressly
delegated by these Bylaws, by the Board, or by any officer pursuant to authority
granted in these Bylaws or by the Board,  each Executive Officer and every other
person appointed to a management position created in or pursuant to these Bylaws
shall have all power implicit in the office and title assigned to such person.


                                  ARTICLE SEVEN

                                  CAPITAL STOCK

         Section 7.1 STOCK RECORDS;  TRANSFER  AGENT.  The Company shall appoint
one or more transfer agents and registrars under arrangements  pursuant to which
the persons appointed will maintain  appropriate records showing as of any given
time the name of each person in whose name any shares of the  Company's  capital
stock are registered, the number of shares registered in such person's name, and
such person's address.

         Section 7.2 STOCK CERTIFICATES. Certificates representing shares of any
class  of  stock  issued  by the  Company  shall  be in such  form as  shall  be
determined by the Board.  Every holder of stock in the Company shall be entitled
to have a certificate,  signed by, or in the name of the Company by the Chairman
and the Corporate Secretary or an Assistant  Secretary  certifying the number of
shares in each class owned by such holder in the Company.  If such a certificate
is  countersigned  (1) by a transfer agent or an assistant  transfer agent other
than the Company or its employee or (2) by a  registrar,  other than the Company
or  its  employee,  the  signature  of the  Chairman,  Corporate  Secretary,  or
Assistant Secretary may be facsimiles.  In case any officer or officers who have
signed,  or whose facsimile  signature or signatures have been used on, any such
certificate  or  certificates  shall cease to be such officer or officers of the
Company  whether  because  of  death,   resignation  or  otherwise  before  such
certificate or certificates have been delivered by the Company, such certificate
or certificates may nevertheless be issued and delivered

                                       25
<PAGE>

as though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
be such officer or officers of the Company. Each certificate for shares shall
bear a distinct identifier capable of distinguishing it from all other
certificates and relating it to the records maintained to show shares issued by
the Company.

         Section 7.3 TRANSFERS OF RECORD OWNERSHIP. Record ownership of stock of
the Company shall only be transferred on the stockholder  records upon surrender
to the Company's appointed transfer agent of the certificate or certificates for
such stock endorsed by the appropriate person or persons,  with such evidence of
the authenticity of such endorsement, transfer, authorization, and other matters
as the Company may reasonably  require,  and  accompanied by all necessary stock
transfer stamps. In that event, it shall be the duty of the Company to cause the
issuance of a new certificate to the person entitled  thereto,  cancellation the
old  certificate or  certificates,  and  recordation of the transaction on stock
records.

         Section 7.4 LOST CERTIFICATES.  The Company may authorize issuance of a
new  certificate  or  certificates  to be issued in place of any  certificate or
certificates previously issued by the Company alleged to have been lost, stolen,
or  destroyed,  upon the  making  of an  affidavit  of that  fact by the  person
claiming  the  certificate  of stock  to be lost,  stolen,  or  destroyed.  When
authorizing such issue of a new certificate or certificates, the Company may, in
its discretion and as a condition precedent to the issuance thereof, require the
record owner of such lost, stolen, or destroyed certificate or certificates,  or
his or her  legal  representative,  to give the  Company  a bond  sufficient  to
indemnify the Company  against any claim that may be made against the Company on
account  of the  loss,  theft  or  destruction  of any such  certificate  or the
issuance of such new certificate.

         Section 7.5  REGISTERED  STOCKHOLDERS.  Prior to the  surrender  to the
Company of the certificate or certificates for a share or shares of stock with a
request to record the  transfer  of such share or shares,  the Company may treat
the registered  owner as the person entitled to receive  dividends,  to vote, to
receive notifications, and otherwise to exercise all the rights and powers of an
owner.  The Company 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,  whether
or not it shall have express or other notice thereof.


                                  ARTICLE EIGHT

                                  MISCELLANEOUS

         Section 8.1 FISCAL YEAR.  The fiscal year of the Company shall be begin
on the first day of January and end on the last day of December in each year.

         Section 8.2  CORPORATE  SEAL.  The Board may  provide a corporate  seal
which,  if provided,  shall be in the form of a circle and shall have  inscribed
thereon the name of the

                                       26
<PAGE>

Company and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

         Section  8.3  VOTING  SECURITIES  ISSUED  BY  ANOTHER  COMPANY.  Voting
securities  in any  other  Company  held by the  Company  shall  be voted by any
Executive  Officer or by any person  authorized  to vote such  securities by the
Board or any Executive  Officer.  Any person authorized to vote securities shall
have the power to appoint proxies, with general power of substitution.

         Section  8.4  HEADINGS.  Section  headings  in  these  Bylaws  are  for
convenience of reference only and shall not be given any  substantive  effect in
limiting or otherwise construing any provision herein.

         Section 8.5 INCONSISTENT PROVISIONS. The Board shall have the authority
to  interpret  these Bylaws and to resolve any question or issue which may arise
under these Bylaws.  Whenever  possible,  each provision of this Bylaws shall be
interpreted in such manner as to be valid and enforceable  under  applicable law
and the provisions of the Certificate of Incorporation,  but if any provision of
these Bylaws shall be held to be prohibited by or  unenforceable  under or to be
in   irreconcilable   conflict  with   applicable  law  or  the  Certificate  of
Incorporation,  (i) such provision shall be applied to accomplish the objectives
of the provision as originally  written to the fullest  extent  permitted by law
and (ii) all other  provisions  of these  Bylaws  shall remain in full force and
effect.


                                  ARTICLE NINE

                            AMENDMENTS OF THE BYLAWS

         Section 9.1 BOARD  AMENDMENTS.  The Board shall have the power to amend
these Bylaws in any manner the Board may decide provided that any such amendment
shall require the approval of 80% of the sitting directors in office at the time
such amendment is approved.

         Section 9.2 STOCKHOLDER  APPROVAL.  The holders of the Company's Common
Stock shall not have the power to amend or replace  these  Bylaws in whole or in
part  unless  such  amendment  or  replacement  shall be  approved by the record
holders of shares representing eighty percent (80%) of the votes attributable to
shares  in the  common  voting  class  outstanding  at the  record  date used to
determine the stockholders entitled to vote on such amendment or replacement.


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<PAGE>