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                                    By-laws



                           THE COLEMAN COMPANY, INC.



                            (A Delaware Corporation) 



                          As adopted December 18, 1991

                             As amended May 13, 1997



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                                TABLE OF CONTENTS

     ARTICLE I                                                                 5
          Offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               SECTION 1.1. Offices. . . . . . . . . . . . . . . . . . . . . . 5

     ARTICLE II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
          Meetings of Stockholders . . . . . . . . . . . . . . . . . . . . . . 5
               SECTION 2.1. ANNUAL MEETINGS. . . . . . . . . . . . . . . . . . 5
               SECTION 2.2. SPECIAL MEETINGS.. . . . . . . . . . . . . . . . . 5
               SECTION 2.3. NOTICE OF MEETINGS.. . . . . . . . . . . . . . . . 5
               SECTION 2.4. ADJOURNMENTS.. . . . . . . . . . . . . . . . . . . 6
               SECTION 2.5. QUORUM AND MANNER OF ACTING. . . . . . . . . . . . 6
               SECTION 2.6. ORGANIZATION OF MEETINGS.. . . . . . . . . . . . . 6
               SECTION 2.7. ORDER OF BUSINESS. . . . . . . . . . . . . . . . . 6
               SECTION 2.8. VOTING.. . . . . . . . . . . . . . . . . . . . . . 7
               SECTION 2.9. CONSENT IN LIEU OF MEETING.. . . . . . . . . . . . 7
               SECTION 2.10. LIST OF STOCKHOLDERS. . . . . . . . . . . . . . . 8
               SECTION 2.11. INSPECTORS. . . . . . . . . . . . . . . . . . . . 8

     ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
          Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 8
               SECTION 3.1. GENERAL POWERS.. . . . . . . . . . . . . . . . . . 8
               SECTION 3.2. NUMBER AND TERM OF OFFICE. . . . . . . . . . . . . 9
               SECTION 3.3. ELECTION.. . . . . . . . . . . . . . . . . . . . . 9
               SECTION 3.4. MEETINGS.. . . . . . . . . . . . . . . . . . . . . 9
               SECTION 3.5. COMPENSATION . . . . . . . . . . . . . . . . . . .11
               SECTION 3.6. RESIGNATION, REMOVAL AND VACANCIES . . . . . . . .11

     ARTICLE IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
          Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
               SECTION 4.1. NUMBER, APPOINTMENT, TERM OF OFFICE, ETC.. . . . .11
               SECTION 4.2. FUNCTIONS AND POWERS.. . . . . . . . . . . . . . .12
               SECTION 4.3. RULES. . . . . . . . . . . . . . . . . . . . . . .12
                                                                        
     ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
          Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
               SECTION 5.1. ELECTION AND APPOINTMENT AND TERM OF OFFICE. . . .12
               SECTION 5.2. RESIGNATION, REMOVAL AND VACANCIES.. . . . . . . .12
               SECTION 5.3. DUTIES AND FUNCTIONS.. . . . . . . . . . . . . . .13

     ARTICLE VI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15


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          Waiver of Notices; Place of Meetings . . . . . . . . . . . . . . . .15
               SECTION 6.1. WAIVER OF NOTICES. . . . . . . . . . . . . . . . .15
               SECTION 6.2. PLACE OF MEETINGS. . . . . . . . . . . . . . . . .15

     ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
          Execution and Delivery of Documents; Deposits; Proxies; Books and
          Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
               SECTION 7.1. EXECUTION AND DELIVERY OF DOCUMENTS; DELEGATION. .15
               SECTION 7.2. DEPOSITS.. . . . . . . . . . . . . . . . . . . . .15
               SECTION 7.3. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES
                    OF OTHER CORPORATIONS. . . . . . . . . . . . . . . . . . .15
               SECTION 7.4. BOOKS AND RECORDS. . . . . . . . . . . . . . . . .16

     ARTICLE VIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
          Certificates; Stock Record; Transfer and Registration; New
          Certificates; Record Date, etc.. . . . . . . . . . . . . . . . . . .16
               SECTION 8.1. CERTIFICATES FOR STOCK.. . . . . . . . . . . . . .16
               SECTION 8.2. STOCK RECORD.. . . . . . . . . . . . . . . . . . .16
               SECTION 8.3. TRANSFER AND REGISTRATION OF STOCK . . . . . . . .17
               SECTION 8.4. NEW CERTIFICATES.  . . . . . . . . . . . . . . . .17
               SECTION 8.5. REGULATIONS. . . . . . . . . . . . . . . . . . . .17
               SECTION 8.6. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
                    RECORD . . . . . . . . . . . . . . . . . . . . . . . . . .17

     ARTICLE IX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
          Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
               SECTION 9.1. SEAL.  . . . . . . . . . . . . . . . . . . . . . .18
                                                                              
     ARTICLE X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
          Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
               SECTION 10.1. FISCAL YEAR.. . . . . . . . . . . . . . . . . . .18
                                                                              
     ARTICLE XI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
          Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
               SECTION 11.1. AMENDMENTS. . . . . . . . . . . . . . . . . . . .18
                                                                              
     ARTICLE XIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
          Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . .19
               SECTION 13.1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR 
                    PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE 
                    CORPORATION. . . . . . . . . . . . . . . . . . . . . . . .19
               SECTION 13.2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR 
                    PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. . . . .19
               SECTION 13.3. AUTHORIZATION OF INDEMNIFICATION. . . . . . . . .20
               SECTION 13.4. GOOD FAITH DEFINED. . . . . . . . . . . . . . . .20
               SECTION 13.5. INDEMNIFICATION BY A COURT. . . . . . . . . . . .20
               SECTION 13.6. EXPENSES PAYABLE IN ADVANCE.. . . . . . . . . . .21

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               SECTION 13.7. NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT
                    OF EXPENSES. . . . . . . . . . . . . . . . . . . . . . . .21
               SECTION 13.8. INSURANCE.. . . . . . . . . . . . . . . . . . . .21
               SECTION 13.9. CERTAIN DEFINITIONS.. . . . . . . . . . . . . . .22
               SECTION 13.10. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF 
                    EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . .22
               SECTION 13.11. LIMITATION ON INDEMNIFICATION. . . . . . . . . .22
               SECTION 13.12. INDEMNIFICATION OF EMPLOYEES AND AGENTS. . . . .23

     ARTICLE XIV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
          Interested Directors . . . . . . . . . . . . . . . . . . . . . . . .23
               SECTION 14.1. INTERESTED DIRECTORS; OUORUM. . . . . . . . . . .23


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                                    BY-LAWS

                                      of

                           THE COLEMAN COMPANY, INC.

                                   ARTICLE I

                                    OFFICES

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

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

     SECTION 2.1. ANNUAL MEETINGS.  An annual meeting of the stockholders of 
the Corporation for the election of directors and for the transaction of such 
other business as may properly come before the meeting shall be held on such 
date as the Board may from time to time determine, and at such place and hour 
as shall be designated by the Board in the notice thereof.

     SECTION 2.2. SPECIAL MEETINGS.  A special meeting of the stockholders 
for any purpose or purposes may be called at any time by the Board and such 
meeting shall be held on such date and at such place and hour as shall be 
designated in the notice thereof.

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

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     SECTION 2.4. ADJOURNMENTS.  Any meeting of stockholders, annual or 
special, may adjourn from time to time to reconvene at the same or some other 
place, and notice need not be given of any such adjourned meeting if the time 
and place thereof are announced at the meeting at which the adjournment is 
taken.  At the adjourned meeting the Corporation may transact any business 
which might have been transacted at the original meeting.  If the adjournment 
is for more than thirty days, or if after the adjournment a new record date 
is fixed for the adjourned meeting, a notice of the adjourned meeting shall 
be given to each stockholder of record entitled to vote at the meeting.

     SECTION 2.5. QUORUM AND MANNER OF ACTING.  The presence in person or by 
proxy of stockholders holding of record a majority of the shares of stock of 
the Corporation entitled to be voted shall constitute a quorum for the 
transaction of business at any meeting of the stockholders.  In the absence 
of a quorum at any such meeting or any adjournment or adjournments thereof, a 
majority in voting interest of those present in person or by proxy and 
entitled to vote thereat, or, in the absence therefrom of all the 
stockholders, any officer entitled to preside at, or to act as secretary of, 
such meeting, may adjourn such meeting from time to time in the manner 
provided in Section 2.4 until stockholders holding the amount of stock 
requisite for a quorum shall be present in person or by proxy.  The absence 
from any meeting in person or by proxy of stockholders holding the number of 
shares of stock of the Corporation required for action upon any given matter, 
shall not prevent action at such meeting upon any other matter which may 
properly come before the meeting if there shall be present thereat, in person 
or by proxy, stockholders holding the number of shares of stock of the 
Corporation required in respect of such other matter.

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

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

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


     The person whom the chairman of the meeting shall appoint, shall act as 


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                                                                          Page 7

secretary of the meeting and keep the minutes thereof.

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

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

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

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

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


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meeting, the vote at any meeting of the stockholders on any question need not 
be by ballot. on a vote by ballot, each ballot shall be signed by the 
stockholder voting, or by his proxy if there be such proxy, and shall state 
the number of shares voted.

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

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

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

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                                                                          Page 9

and the chairman of the meeting, the secretary of the meeting shall perform 
the duties which would otherwise have been performed by the inspectors.

                                   ARTICLE III

                               BOARD OF DIRECTORS

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

     SECTION 3.2. NUMBER AND TERM OF OFFICE.  The number of directors which
shall constitute the Board shall be one or more persons as such number shall be
fixed from time to time by a vote of a majority of the Board. Each of the
directors of the Corporation shall hold office until the annual meeting after
his election and until his successor shall be elected and shall qualify or until
his earlier death or resignation or removal in the manner hereinafter provided.

     SECTION 3.3. Election.  Except as provided in Section 3.6 of this 
Article III, directors shall be elected by a plurality of the votes cast at 
annual meetings of stockholders, and each director so elected shall hold 
office until the next annual meeting and until his successor is duly elected 
and qualified, or until his earlier death, resignation or removal.  Directors 
need not be stockholders of the Corporation or residents of the State of 
Delaware.

     SECTION 3.4. MEETINGS. 

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

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

          (c)  NOTICE OF MEETINGS.  No notice of regular meetings of the Board
          or of any committee thereof or of any adjourned meeting thereof need
          be 


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                                                                         Page 10

          given.  Notice shall be given to each director of each special 
          meeting of the Board or adjournment thereof, including the time and 
          place thereof. Notice of each such meeting shall be mailed to each 
          director, addressed to him at his residence or usual place of 
          business, at least two days before the day on which such meeting is 
          to be held, or shall be sent to him at such place by facsimile, 
          telegraph, cable, wireless or other form of recorded communication, 
          or be delivered personally or by telephone not later than the day 
          before the day on which such meeting is to be held, but notice need 
          not be given to any director who shall attend such meeting. A 
          written waiver of notice, signed by the person entitled thereto, 
          whether before or after the time of the meeting stated therein, 
          shall be deemed equivalent to notice. The purposes of a meeting of 
          the Board or any committee thereof need not be specified in the 
          notice thereof.
          
          (d)  TIME AND PLACE OF MEETINGS.  Regular meetings of the Board or 
          any committee thereof shall be held at such time or times and place 
          or places as the Board or such committee may from time to time 
          determine. Each special meeting of the Board or any committee 
          thereof shall be held at such time and place as the caller or 
          callers thereof may determine. In the absence of such a 
          determination, each regular meeting or special meeting of the Board 
          or any committee thereof shall be held at such time and place as 
          shall be designated in the notices or waiver of notices thereof.
          
          (e)  QUORUM AND MANNER OF ACTING.  A majority of the directors then 
          in office and a majority of the members of any committee shall be 
          present in person at any meeting thereof in order to constitute a 
          quorum for the transaction of business at such meeting and the vote 
          of a majority of the directors present at any such meeting at which 
          a quorum is present shall be necessary for the passage of any 
          resolution or for an act to be the act of the Board or such 
          committee. In the absence of a quorum, a majority of the directors 
          present thereat may adjourn such meeting from time to time until a 
          quorum shall be present thereat. Notice of any adjourned meeting 
          need not be given.
          
          (f)  ORGANIZATION OF MEETINGS.  At each meeting of the Board, the 
          Chairman of the Board or, if he is not present or if no person 
          holds such office, any director chosen by a majority of the 
          directors present thereat shall act as chairman of the meeting and 
          preside thereat. The person whom the chairman of the meeting shall 
          appoint shall act as secretary of such meeting and keep the minutes 
          thereof. The order of business at each meeting of the Board shall 
          be determined by the chairman of such 


<PAGE>

                                                                         Page 11

          meeting.
          
          (g)  CONSENT IN LIEU OF MEETINGS.  Anything herein to the contrary 
          notwithstanding, any action required or permitted to be taken at 
          any meeting of the Board or any committee thereof, may be taken 
          without a meeting if all members of the Board or such committee, as 
          the case may be, consent thereto in a writing or writings and such 
          writing or writings are filed with the minutes of the proceedings 
          of the Board or such committee.
          
          (h)  ACTION BY COMMUNICATIONS EQUIPMENT.  The directors may 
          participate in a meeting of the Board or any committee thereof by 
          means of conference telephone or similar communications equipment 
          by means of which all persons participating in the meeting can hear 
          each other and such participation shall constitute presence in 
          person at such meeting.
          
     SECTION 3.5.  COMPENSATION  Each director, in consideration of his 
serving as such, shall be entitled to receive from the Corporation such 
amount per annum and such fees for attendance at meetings of the Board or of 
any committee, or both, as the Board shall from to time determine. The Board 
may likewise provide that the Corporation shall reimburse each director or 
member of a committee for any expenses incurred by him on account of his 
attendance at any such meeting. Nothing contained in this Section shall be 
construed to preclude any director from serving the Corporation in any other 
capacity and receiving compensation therefor.

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

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

     In the case of any vacancy on the Board or in the case of any newly created


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                                                                         Page 12

directorship, a director to fill the vacancy or the newly created 
directorship for the unexpired portion of the term being filled may be 
elected by a majority of the directors of the Corporation then in office, 
though less than a quorum, or by a sole remaining director.  The director 
elected to fill such vacancy shall hold office for the unexpired term in 
respect of which such vacancy occurred and until his successor shall be 
elected and shall qualify or until his earlier death or resignation or 
removal in the manner herein provided.


                                  ARTICLE IV

                                  COMMITTEES

     SECTION 4.1. NUMBER, APPOINTMENT, TERM OF OFFICE, ETC.  The Board, by 
resolution or resolutions passed by a majority of the Board, may designate 
one or more committees, each committee to consist of one or more directors 
then in office.  Each member of any such committee shall continue as such 
only so long as he remains a director and may be removed at any time, with or 
without cause, by a majority of the Board.  Any vacancy on any committee may 
be filled at any time by the vote of a majority of the Board.

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

     SECTION 4.2. FUNCTIONS AND POWERS.  Each committee shall have such 
functions and powers as the Board shall deem advisable and, subject to any 
limitations or restrictions which may be prescribed by resolution of the 
Board, if an Executive Committee is designated, it shall have and may 
exercise all the powers and authority of the Board in the management of the 
property, business, affairs and policies of the Corporation, including the 
power and authority to declare dividends and to authorize the issuance of 
stock of the Corporation, and may authorize the seal of the Corporation to be 
affixed to all papers which may require it.

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


<PAGE>
                                                                         Page 13


                                   ARTICLE V

                                   OFFICERS

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

     SECTION 5.2. RESIGNATION, REMOVAL AND VACANCIES.  Any officer may resign 
at any time by giving written notice of his resignation to the Board. Any 
such resignation shall take effect at the time specified therein or, if the 
time when it shall become effective shall not be specified therein, when 
accepted by the Board. Except as aforesaid, the acceptance of such 
resignation shall not be necessary to make it effective.

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

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

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

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


<PAGE>

                                                                         Page 14

          perform such other duties as may from time to time be prescribed by 
          the Board.

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

          (c)  CHAIRMAN OF THE EXECUTIVE COMMITTEE.  If a Chairman of the
          Executive Committee is appointed or elected, he shall preside at
          meetings of the Executive Committee; shall when requested consult with
          and advise the other officers of the Corporation; and shall perform
          such other duties as may be agreed upon with them or as the Board or
          the Executive Committee may from time to time determine.

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

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

          (f)  SECRETARY. If a Secretary is appointed or elected, he shall
          attend and keep the records of all meetings of the stockholders and
          the Board in one or more books kept for that purpose; shall give or
          cause to be given due notice of all meetings in accordance with these
          By-laws and as required by law; shall notify the several officers of
          the Corporation of all action taken by the Board concerning matters
          relating to their duties; shall transmit to the proper officers copies
          of all contracts and resolutions approved by the Board or any
          committees of the Board; shall be custodian of the seal of the
          Corporation and of all contracts, deeds, documents and other corporate
          papers, records (except accounting records) and indicia of title to
          properties owned by the Corporation as shall not be committed to 

<PAGE>

                                                                         Page 15

          the custody of another officer by the President, if one is 
          appointed or elected, or the Board; shall affix or cause to be 
          affixed the seal of the Corporation to instruments requiring the 
          same when the same have been signed on behalf of the Corporation by 
          a duly authorized officer; shall perform all duties and have all 
          powers incident to the office of Secretary; and shall perform such 
          other duties as shall be assigned to him by the President, if one 
          is appointed or elected, or the Board. One or more Assistant 
          Secretaries may be appointed or elected, who shall perform all the 
          duties and have all the powers of the Secretary in the absence of 
          or in case of a failure to appoint or elect or when so delegated by 
          the Secretary, and as the President, if one is appointed or 
          elected, or the Board may direct.
          
          (g)  TREASURER.  If a Treasurer is appointed or elected, he shall 
          perform all duties incident to the office of Treasurer and such 
          other duties as shall be assigned to him by the President, if one 
          is appointed or elected, or the Board. One or more Assistant 
          Treasurers may be appointed or elected who shall perform all the 
          duties and have all the powers of the Treasurer in the absence of 
          or in the case of a failure to appoint or elect or when so 
          delegated by the Treasurer, and as the President, if one is 
          appointed or elected, or the Board may direct.
          
          (h)  CONTROLLER.  If a Controller is appointed or elected, he shall 
          perform all the duties incident to the office of Controller and 
          such other duties as may be assigned to him by the President, if 
          one is appointed or elected, or the Board.  One or more Assistant 
          Controllers may be appointed or elected who shall perform all the 
          duties and have all the powers of the Controller in the absence of 
          or in the case of a failure to appoint or elect or when so 
          delegated by the Controller, and as the President, if one is 
          appointed or elected, or the Board may direct.


<PAGE>

                                                                         Page 16

                                  ARTICLE VI

                     WAIVER OF NOTICES; PLACE OF MEETINGS

     SECTION 6.1. WAIVER OF NOTICES.  Anything herein to the contrary 
notwithstanding, whenever notice is required to be given to any director or 
member of a committee or stockholder, a waiver thereof in writing, signed by 
the person entitled to such notice shall be deemed equivalent to notice, 
whether given before or after the time specified therein and, in the case of 
a waiver of notice of a meeting, whether or not such waiver specifies the 
purpose of or business to be transacted at such meeting. Attendance of a 
person at a meeting shall constitute a waiver of notice of such meeting, 
except where the person attends the meeting for the express purpose of 
objecting, at the beginning of the meeting, to the transaction of any 
business because the meeting is not lawfully called or convened, and does so 
object.

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


                                   ARTICLE VII

                 EXECUTION AND DELIVERY OF DOCUMENTS; DEPOSITS;
                           PROXIES; BOOKS AND RECORDS


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

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


<PAGE>

                                                                         Page 17

     SECTION 7.3. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER 
CORPORATIONS.  Unless otherwise provided by the Board, any officer of the 
Corporation shall have the authority from time to time to appoint an agent or 
agents of the Corporation to exercise in the name and on behalf of the 
Corporation the powers and rights which the Corporation may have as the 
holder of stock or other securities in any other corporation, to vote or 
consent in respect of such stock or securities and to execute or cause to be 
executed in the name and on behalf of the Corporation and under its corporate 
seal or otherwise, such written proxies, powers of attorney or other 
instruments as he may deem necessary or proper in order that the Corporation 
may exercise such powers and rights. Such officer may instruct any person or 
persons appointed as aforesaid as to the manner of exercising such powers and 
rights.

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


                                 ARTICLE VIII

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


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

     SECTION 8.2. STOCK RECORD.  A stock record in one or more counterparts 
shall be kept of the name of the person, firm or corporation owning the stock 
represented 


<PAGE>

                                                                         Page 18

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

     SECTION 8.3. TRANSFER AND REGISTRATION OF STOCK.

          (a)  TRANSFER.  The transfer of stock and certificates of stock 
          which represent the stock of the Corporation shall be governed by 
          Article 8 of Subtitle I of Title 6 of the Delaware Code (as amended 
          from time to time, the "Uniform Commercial Code").
          
          (b)  REGISTRATION.  Registration of transfers of shares of the 
          Corporation shall be made only on the books of the Corporation by 
          the registered holder thereof, or by his attorney thereunto 
          authorized by power of attorney duly executed and filed with an 
          officer of the Corporation, and on the surrender of the certificate 
          or certificates for such shares properly endorsed or accompanied by 
          a stock power duly executed.

     SECTION 8.4. NEW CERTIFICATES. 

          (a)  LOST, STOLEN OR DESTROYED CERTIFICATES.  Where a stock 
          certificate has been lost, apparently destroyed or wrongfully 
          taken, the issuance of a new stock certificate or the claims based 
          on such certificate shall be governed by the Uniform Commercial 
          Code.
          
          (b)  MUTILATED CERTIFICATES.  Where the holder of any certificate 
          for stock of the Corporation notifies the Corporation of the 
          mutilation of such certificate within a reasonable time after he 
          has notice of it, the Corporation will issue a new certificate for 
          stock in exchange for such mutilated certificate theretofore issued 
          by it.
          
          (c)  BOND.  The Board may, in its discretion, require the owner of 
          the lost, stolen, destroyed or mutilated certificate to give the 
          Corporation a bond in such sum, limited or unlimited, in such form 
          and with such surety or sureties sufficient to indemnify the 
          Corporation against any claim that may be made against it on 
          account of the loss, theft, destruction or mutilation of any such 
          certificate or the issuance of any such new certificate.
          
     SECTION 8.5. REGULATIONS.  The Board may make such rules and regulations as
it may deem expedient, concerning the issue, transfer and registration of
certificates for stock of the Corporation.


<PAGE>

                                                                         Page 19

     SECTION 8.6. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  
In order that the Corporation may determine the stockholders entitled to 
notice of or to vote at any meeting of stockholders or any adjournment 
thereof, or to express consent to corporate action in writing without a 
meeting, or entitled to receive payment of any dividend or other distribution 
or allotment of any rights, or entitled to exercise any rights in respect of 
any change, conversion or exchange of stock or for the purpose of any other 
lawful action, the Board may fix, in advance, a record date, which shall not 
be more than 60 nor less than 10 days before the date of such meeting, nor 
more than 60 days prior to any other action.  A determination of stockholders 
entitled to notice of or to vote at a meeting of the stockholders shall apply 
to any adjournment of the meeting; PROVIDED, HOWEVER, that the Board may fix 
a new record date for the adjourned meeting.


                                   ARTICLE IX

                                      SEAL

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


                                    ARTICLE X

                                   FISCAL YEAR

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


                                   ARTICLE XI

                                   AMENDMENTS

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


                                   ARTICLE XII

                                 SUBJECT TO LAW


<PAGE>

                                                                         Page 20

     SECTION 12.1. SUBJECT TO LAW.  All provisions of these By-laws are subject
to requirements of applicable law and the Certificate of Incorporation of the
Corporation.


<PAGE>

                                                                         Page 21

                                  ARTICLE XIII

                                 INDEMNIFICATION

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

     SECTION 13.2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR 
IN THE RIGHT OF THE CORPORATION.  Subject to Section 13.3 of this Article 
XIII, the Corporation shall indemnify and hold harmless, to the fullest 
extent permitted by applicable law, any person who is or was a party or is 
threatened to be made a party to any threatened, pending or completed action 
or suit by or in the right of the Corporation to procure a judgment in its 
favor by reason of the fact that he is or was a director, officer, employee 
or agent of the Corporation, or is or was a director or officer of the 
Corporation serving at the request of the Corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust, 
employee benefit plan or other enterprise against expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection with 
the defense or settlement of such action or suit if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the best 
interests of the Corporation; except that no indemnification shall be made in 
respect of any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the Corporation unless and only to the extent that 
the Court of Chancery or the court in which such action or suit was brought 
shall determine upon application that, despite the adjudication of liability, 
in view of all the circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for such expenses which the Court of 
Chancery or 


<PAGE>

                                                                         Page 22

such other court shall deem proper.

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

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

     SECTION 13.5. INDEMNIFICATION BY A COURT.  Notwithstanding any contrary 
determination in the specific case under Section 13.3 of this Article XIII, 
and notwithstanding the absence of any determination thereunder, any 
director, officer, employee or agent may apply to any court of competent 
jurisdiction in the State of Delaware for indemnification to the extent 
otherwise permissible under Sections 13.1 and 13.2 of this Article XIII. The 
basis of such indemnification by a court shall be a determination by such 
court that indemnification of the director, officer, employee or 

<PAGE>

                                                                         Page 23

agent is proper in the circumstances because he has met the applicable 
standards of conduct set forth in Sections 13.1 or 13.2 of this Article XIII, 
as the case may be. Neither a contrary determination in the specific case 
under Section 13.3 of this Article XIII nor the absence of any determination 
thereunder shall be a defense to such application or create a presumption 
that the director, officer, employee or agent seeking indemnification has not 
met any applicable standard of conduct. Notice of any application for 
indemnification pursuant to this Section 13.5 shall be given to the 
Corporation promptly upon the filing of such application. If successful, in 
whole or in part, the director, officer, employee or agent seeking person 
shall be deemed to have acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests of the Corporation, 
or, with respect to any criminal action or proceeding, to have had no 
reasonable cause to believe his conduct was unlawful, if his action is taken 
in reliance on the records or books of account of the Corporation or another 
enterprise, or on information supplied to him by the officers of the 
corporation or another enterprise in the course of their duties, or on the 
advice of legal counsel for the Corporation or another enterprise or on 
information or records given or reports made to the corporation or another 
enterprise by an independent certified public accountant or by an appraiser 
or other expert selected with reasonable care by the Corporation or another 
enterprise. The term "another enterprise" as used in this Section 13.4 shall 
mean any other corporation or any partnership, joint venture, trust, employee 
benefit plan or other enterprise of which such person is or was serving at 
the request of the Corporation as a director, officer, employee or agent. The 
provisions of this Section 13.4 shall not be deemed to be exclusive or to 
limit in any way the circumstances in which a person may be deemed to have 
met the applicable standard of conduct set forth in Sections 13.1 or 13.2 of 
this Article XIII, as the case may be.

     SECTION 13.6. EXPENSES PAYABLE IN ADVANCE.  Expenses incurred by a 
director or officer in defending or investigating a threatened or pending 
action, suit or proceeding shall be paid by the Corporation in advance of the 
final disposition of such action, suit or proceeding upon receipt of an 
undertaking by or on behalf of such director or officer to repay such amount 
if it shall ultimately be determined that he is not entitled to be 
indemnified by the Corporation as authorized in this Article XIII.

     SECTION 13.7. NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF 
EXPENSES.  The indemnification and advancement of expenses provided by or 
granted pursuant to this Article XIII shall not be deemed exclusive of any 
other rights to which those seeking indemnification or advancement of 
expenses may be entitled under any By-Law, agreement, contract, vote of 
stockholders or disinterested directors or pursuant to the direction 
(howsoever embodied) of any court of competent jurisdiction or otherwise, 
both as to action in his official capacity and as to action in another 
capacity while holding such office, it being the policy of the Corporation 
that indemnification of the persons specified in Section 13.1 and 13.2 of 
this Article XIII shall be made to the 


<PAGE>

                                                                         Page 24

fullest extent permitted by law. The provisions of this Article XIII shall 
not be deemed to preclude the indemnification of any person who is not 
specified in Section 13.1 or 13.2 of this Article XIII but whom the 
Corporation has the power or obligation to indemnify under the provisions of 
the DGCL, or otherwise.

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

     SECTION 13.9. CERTAIN DEFINITIONS.  For purposes of this Article XIII 
references to "the Corporation" shall include, in addition to the resulting 
corporation, any constituent corporation (including any constituent of a 
constituent) absorbed in a consolidation or merger which, if its separate 
existence had continued, would have had power and authority to indemnify its 
directors, officers, employees or agents, so that any person who is or was a 
director, officer, employee or agent of such constituent corporation, or is 
or was a director or officer of such constituent corporation serving at the 
request of such constituent corporation as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust, employee 
benefit plan or other enterprise, shall stand in the same position under the 
provisions of this Article XIII with respect to the resulting or surviving 
corporation as he would have with respect to such constituent corporation if 
its separate existence had continued and shall include any Corporation 
(whether or not its separate existence continues) that transfers all or 
substantially all its assets to the Corporation. For purposes of this 
Article XIII, references to "fines" shall include any excise taxes assessed 
on a person with respect to an employee benefit plan; and references to 
"serving at the request of the Corporation" shall include any service as a 
director, officer, employee or agent of the Corporation which imposes duties 
on, or involves services by, such director, officer, employee or agent with 
respect to an employee benefit plan, its participants or beneficiaries; and a 
person who acted in good faith and in a manner he reasonably believed to be 
in the interest of the participants and beneficiaries of an employee benefit 
plan shall be deemed to have acted in a manner "not opposed to the best 
interests of the Corporation" as referred to in this Article XIII.

     SECTION 13.10. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. 
The indemnification and advancement of expenses provided by, or granted 
pursuant to, 


<PAGE>

                                                                         Page 25

this Article XIII shall, unless otherwise provided when authorized or 
ratified, continue as to a person who has ceased to be a director, officer, 
employee or agent and shall inure to the benefit of the heirs, executors and 
administrators of such a person.

     SECTION 13.11. LIMITATION ON INDEMNIFICATION.  Notwithstanding anything 
contained in this Article XIII to the contrary, except for proceedings to 
enforce rights to indemnification (which shall be governed by Section 13.5 
hereof), the Corporation shall not be obligated to indemnify any director, 
officer, employee or agent in connection with a proceeding (or part thereof) 
initiated by such person unless such proceeding (or part thereof) was 
authorized or consented to by the Board of Directors.

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


                                   ARTICLE XIV

                              INTERESTED DIRECTORS

     SECTION 14.1. INTERESTED DIRECTORS; OUORUM.  No contract or transaction 
between the corporation and one or more of its directors or officers, or 
between the corporation and any other corporation, partnership, association, 
or other organization in which one or more of its directors or officers are 
directors or officers, or have a financial interest, shall be void or 
voidable solely for this reason, or solely because the director or officer is 
present at or participates in the meeting of the Board of Directors or 
committee thereof which authorizes the contract or transaction, or solely 
because his or their votes are counted for such purpose, if: (1) the material 
facts as to his relationship or interest and as to the contract or 
transaction are disclosed or are known to the Board of Directors or the 
committee, and the Board of Directors or committee in good faith authorizes 
the contract or transaction by the affirmative votes of a majority of the 
disinterested directors, even though the disinterested directors be less than 
a quorum; or (2) the material facts as to his relationship or interest and as 
to the contract or transaction are disclosed or are known to the stockholders 
entitled to vote thereon, and the contract or transaction is specifically 
approved in good faith by vote of the stockholders; or (3) the contract or 
transaction is fair as to the corporation as of the time it is authorized, 
approved or ratified, by the Board of Directors, a committee thereof, or the 
stockholders. Common or interested directors may be counted in determining 
the presence of a quorum at a meeting of the Board of Directors or of a 
committee which 


<PAGE>

                                                                         Page 26

authorizes the contract or transaction.