RESTATED BY-LAWS
                     (as amended through February 13, 1998)
                                       of
                        LIBERTY FINANCIAL COMPANIES, INC.
                       (Formerly known as "New LFC, Inc.)

                       Section 1. ARTICLES OF ORGANIZATION

         The name and purposes of the corporation shall be as set forth in the
Restated Articles of Organization of the corporation (the "Articles of
Organization"). These By-laws, the powers of the corporation and of its
directors and stockholders, or of any class of stockholders if there shall be
more than one class of stock, and all matters concerning the conduct and
regulation of the business and affairs of the corporation shall be subject to
such provisions in regard thereto, if any, as are set forth in the Articles of
Organization as from time to time in effect. Capitalized terms used in these
By-laws which are defined in the Articles of Organization are used in these
By-laws with the meanings so defined.

                             Section 2. STOCKHOLDERS

         2.1. Annual Meeting./1/ The annual meeting of stockholders shall be
held at 11:00 a.m. on the second Monday in May in each year (unless that day be
a legal holiday at the place where the meeting is to be held, in which case the
meeting shall be held at the same hour on the next succeeding day not a legal
holiday) or at such other date and time as shall be determined from time to time
by the board of directors. Purposes for which an annual meeting is to be held,
additional to those prescribed by law, by the Articles of Organization or by
these By-laws, may be specified by the president or by the directors.

         2.2. Special Meetings. A special meeting of the stockholders may be
called at any time by the chairman of the board of directors, the chief
executive officer, the president or the board of directors. A special meeting of
the stockholders shall be called by the clerk, or in the case of the death,
absence, incapacity or refusal of the clerk, by an assistant clerk or some other
officer, upon application of the chairman of the board of directors, the chief
executive officer, the president or a majority of the directors or the holders
of shares of Voting Stock representing not less than sixty-seven percent (67%)
of the combined voting power of the then outstanding shares of Voting Stock
entitled to vote generally in elections of directors (or such lesser percentage
of shares entitled by law which cannot be modified by these By-laws to call a
special meeting of the stockholders). Any such application shall state the
purpose or purposes of the proposed meeting. Any such call shall state the
place, date, hour and purposes of the meeting.
---------------------------------

/1/ (Section 2.1 was amended (i) on August 9, 1995 by a vote of the Board of
Directors, changing the meeting date from the third Wednesday in May to the
second Wednesday in May and (ii) on February 13, 1998 by a vote of the Board of
Directors, changing the meeting date to the second Monday in May.)

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         2.3. Place of Meetings. All meetings of the stockholders shall be held
at the principal office of the corporation in Massachusetts or, to the extent
permitted by the Articles of Organization, at such other place within the United
States as shall be fixed by the chairman of the board of directors, the chief
executive officer, the president or the board of directors. Any adjourned
session of any meeting of the stockholders shall be held at the same city or
town as the initial session, or within Massachusetts, in either case at the
place designated in the vote of adjournment.

         2.4. Notice of Meetings. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour thereof
and the purposes for which the meeting is called shall be given not less then
ten (10) nor more than sixty (60) days before the meeting to each stockholder
entitled to vote thereat, and to each stockholder who, by law, by the Articles
of Organization or by these By-laws, is entitled to notice, by leaving such
notice with him or at his residence or usual place of business, or by depositing
it in the United States mail, postage prepaid, and addressed to such stockholder
at his address as it appears in the records of the corporation. Such notice
shall be given by the clerk, or by an officer or person designated by the board
of directors. As to any adjourned session of any meeting of stockholders, notice
of the adjourned session of any meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment was taken except
that if the adjournment is for more than thirty (30) days or if after the
adjournment a new record date is set for the adjourned session, notice of any
such adjourned session of the meeting shall be given in the manner heretofore
described.

         No notice of any meeting of stockholders or any adjourned session
thereof need be given to a stockholder if a written waiver of notice, executed
before or after the meeting or such adjourned session by such stockholder, is
filed with the records of the meeting or if the stockholder attends such meeting
without objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the
stockholders or any adjourned session thereof need be specified in any written
waiver of notice.

         2.5. Business at Meetings. Unless otherwise determined by the board of
directors prior to a meeting of the stockholders, the chairman of such meeting,
determined in accordance with these By-laws, shall determine the order of
business and shall have the authority in his discretion to regulate the conduct
of such meeting, including, without limitation, to impose restrictions on the
persons (other than stockholders of the corporation or their duly appointed
proxies) who may attend such meeting, to regulate and restrict the making of
statements or asking of questions at such meeting and to cause the removal from
such meeting of any person who has disrupted or appears likely to disrupt the
proceedings at such meeting.

         At a meeting of the stockholders, only such business shall be conducted
as shall have been properly brought before the meeting. If a stockholder is
entitled under applicable law to propose that an item of business be brought
before an annual meeting of stockholders, such stockholder shall be required to
make such proposal in accordance with the following procedures: The stockholder
shall give timely notice thereof in writing to the clerk of the corporation and
the

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stockholder must be a stockholder of record at the time such notice is given. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that the date of the meeting is not publicly announced by the
corporation by mail, press release or otherwise more than seventy (70) days
prior to the meeting, notice by the stockholder to be timely must be delivered
to the clerk of the corporation not later than the close of business on the
tenth (10th) day following the day on which such announcement of the date of the
meeting was made.

         A stockholder's notice to the clerk shall set forth as to each matter
the stockholder proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address, as they
appear on the corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of the corporation which are beneficially
owned by the stockholder, and (d) any material financial interest of the
stockholder in such business. As provided in Section 2.2 hereof, holders of the
requisite amount of shares of Voting Stock may apply to call a special meeting
of stockholders. Such application shall state, inter alia, the purpose or
purposes of the proposed meeting and the holders making such application shall
provide, with respect to each matter such holders propose to bring before the
meeting, the information specified by the second immediately preceding sentence.

         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 2.5, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 2.5, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 2.5.

         2.6. Quorum of Stockholders. At any meeting of the stockholders, a
quorum as to any matter shall consist of a majority of the votes entitled to be
cast on the matter, except when a larger quorum is required by law, by the
Articles of Organization or by these By-laws. Stock owned directly or indirectly
by the corporation, if any, shall not be deemed outstanding for this purpose.
Any meeting may be adjourned from time to time by a majority of the votes
properly cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

         2.7. Action by Vote. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office, and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the Articles or Organization or by these By-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election or
unless directed by the presiding officer at the meeting.


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         2.8. Voting. Stockholders entitled to vote shall have one vote for each
share of stock entitled to vote held by them of record according to the records
of the corporation, unless otherwise provided by the Articles of Organization.
The corporation shall not, directly or indirectly, vote any share of its own
stock.

         2.9. Proxies. To the extent permitted by law, stockholders entitled to
vote may vote either in person or by proxy. Except to the extent permitted by
law, no proxy dated more than six (6) months before the meeting named therein
shall be valid. Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of such meeting.

                          Section 3. BOARD OF DIRECTORS

         3.1. Number. Except as otherwise provided in the Articles of
Organization, a board of directors of not more than twenty-six (26) nor less
than three (3) directors, the exact number of directors to be determined from
time to time by the directors, divided into classes and elected for terms as
provided in the Articles of Organization, shall be elected at the annual meeting
of the stockholders by such stockholders as have the right to vote at such
election. Subject to the foregoing limitations and the requirements of the
Articles of Organization, the number of directors may be increased at any time
or from time to time to any number of not more than thirty (30) by the directors
by vote of a majority of the directors then in office. The number of directors
may be decreased to any number not less than three (3) at any time or from time
to time by the directors by a vote of a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation or removal of one or more directors.

         3.2. Notification of Nominations. Except as otherwise provided in the
Articles of Organization, nominations for the election of directors may be made
by the board of directors or by any stockholder entitled to vote for the
election of directors. Any stockholder entitled to vote for the election of
directors at a meeting may nominate persons for election as directors by giving
timely notice thereof in proper written form to the clerk accompanied by a
petition signed by at least 100 record holders of capital stock of the
corporation which shows the class and number of shares held by each person and
which represent in the aggregate at least one percent (1%) of the combined
voting power of the then outstanding shares of Voting Stock entitled to vote
generally in the election of directors.

         To be timely, notice shall be delivered to or mailed and received at
the principal executive offices of the corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior public disclosure of
the date of the meeting is given or made to the stockholders, to be timely,
notice by the stockholder must be received at the principal executive offices
not later than the close of business on the tenth (10th) day following the date
on which such notice of the date of the meeting was mailed or such public
disclosure was made.



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         To be in proper written form, a stockholder's notice shall set forth in
writing (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (or any successor rules or
regulations), including, without limitation, such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected, and (ii) as to the stockholder giving the notice (x) the name and
address, as they appear on the corporation's books, of such stockholder, and (y)
the class and number of shares of the corporation which are beneficially owned
by such stockholder. At the request of the board of directors, any person
nominated by the board of directors for election as a director shall furnish to
the clerk the information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. In the event that a stockholder seeks
to nominate one or more directors, the clerk shall determine whether a
stockholder has complied with this Section 3.2. If the clerk shall determine
that a stockholder has not complied with this Section 3.2, the clerk shall
direct the chairman of the meeting to declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by these By-laws, and
the chairman of the meeting shall so declare to the meeting and the defective
nomination shall be disregarded.

         3.3.     Tenure.  The directors shall hold office as provided in the
Articles of Organization.

         3.4. Powers. Except as reserved to the stockholders by law, by the
Articles of Organization or by these By-laws, the business of the corporation
shall be managed by the directors who shall have and may exercise all the powers
of the corporation. In particular, and without limiting the generality of the
foregoing, the directors may at any time issue all or from time to time any part
of the unissued capital stock of the corporation from time to time authorized
under the Articles of Organization and may determine, subject to any
requirements of law, the consideration for which stock is to be issued and the
manner of allocating such consideration between capital and surplus.

         3.5. Vacancies. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled only by vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. When one or more directors shall resign from the board
of directors, effective at a future date, a majority of the directors then in
office, including those who have resigned, shall have power to fill such vacancy
or vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The directors shall have and
may exercise all their powers notwithstanding the existence of one or more
vacancies in their number, subject to any requirements of law or the Articles of
Organization or of these By-laws as to the number of directors required for a
quorum or for any vote or other actions.

         3.6. Committees. The directors may, by vote of a majority of the
directors then in office, elect from their number such committees and delegate
to such committees some or all of the powers of the directors except those which
by law, by the Articles of Organization or by these By-Laws they are prohibited
from delegating. Such committees shall serve at the pleasure of the

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board of directors. Except as the directors may otherwise determine, any
committee of the board of directors may make rules for the conduct of its
business, but unless otherwise provided by the directors or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these By-laws for the conduct of business by the directors.

         3.7. Executive Committee. The board of directors may designate an
executive committee of the board of directors, which shall have and may
exercise, in the interval between meetings of the board of directors, all of the
powers of the board of directors and the management of the business and affairs
of the corporation, except that such committee shall not have such power or
authority in reference to amending the Articles of Organization, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or
revocation of a dissolution, or amending the by-laws of the corporation, or to
declare a dividend, to authorize the issuance of stock of the corporation, or to
authorize and affirm any action requiring the affirmative vote of more than a
majority of the directors then in office.

         3.8. Compensation Committee. The board of directors may designate a
compensation committee of the board of directors, which shall be empowered to
fix the salaries and other compensation of the officers of the corporation and
shall have the powers and authority vested in it by any compensation or
incentive plan of the corporation with respect to officers and employees and
such other power and authority as determined by the board of directors.

         3.9. Stock Option Plan Committee. The board of directors may designate
a stock option plan committee of the board of directors, which shall be
empowered to grant options to eligible directors, officers and key employees of
the corporation and its affiliates and determine the terms thereof and shall
perform such other duties as determined by the board of directors.

         3.10. Audit Committee. The board of directors may designate an audit
committee of the board of directors, which shall be empowered to recommend to
the board of directors the selection of independent certified public
accountants, shall review the scope and terms of the audit and recommendations
of such accountant concerning the financial practices and procedures of the
corporation and shall report to the board of directors thereon and shall perform
such other duties as determined by the board of directors.

         3.11. Regular Meetings. Regular meetings of the directors may be held
without call or notice at such places and at such times as the directors may
from time to time determine, provided that reasonable notice of the first
regular meeting following any such determination shall be given to absent
directors. A regular meeting of the directors may be held without call or notice
immediately after and at the same place as the annual meeting of the
stockholders.

         3.12. Special Meetings. Special meetings of the directors may be held
at any time and at any place designated in the call of the meeting, when called
by the chairman of the board, if any, the chief executive officer, the president
or the treasurer or by two or more directors, reasonable

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notice thereof being given to each director by the secretary or an assistant
secretary, or, if there be none, by the clerk or an assistant clerk, or by the
officer or one of the directors calling the meeting.

         3.13. Notice. It shall be sufficient notice to a director to send
notice by mail at least forty-eight hours or by telegram or facsimile
transmission at least twenty-four hours before the meeting addressed to him at
his usual or last known business or residence address or to give notice to him
in person or by telephone at least twenty-four hours before the meeting. Notice
of a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.

         3.14. Quorum. At any meeting of the directors a majority of the
directors then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.

         3.15. Action by Vote. When a quorum is present at any meeting, a
majority of the directors present may take any action, except when a larger vote
is required by law, by the Articles of Organization or by these By-laws.

         3.16. Action by Writing. Unless the Articles of Organization otherwise
provide, any action required or permitted to be taken at any meeting of the
directors may be taken without a meeting if all the directors consent to the
action in writing and the written consents are filed with the records of the
meetings of the directors. Such consents shall be treated for all purposes as a
vote taken at a meeting.

         3.17. Presence Through Communications Equipment. Unless otherwise
provided by law or the Articles of Organization, members of the board of
directors may participate in a meeting of such board by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.

                               Section 4. OFFICERS

         4.1. Enumeration. The officers of the corporation shall consist of a
president, a treasurer and a clerk. The board of directors may select such
additional officers, including, without limitation, a chairman of the board of
directors, a chief executive officer, a chief financial officer, a controller, a
secretary and one or more executive vice presidents, vice presidents or
assistant vice presidents, assistant treasurers, assistant clerks, assistant
secretaries, and assistant controllers as the board of directors may from time
to time determine, and such additional officers shall have such authority and
perform such duties as may from time to time be prescribed by the board of
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         4.2. Qualifications. No officer need be a stockholder or a director.
The same person may hold at the same time one or more offices unless otherwise
provided by law. The clerk shall be a resident of Massachusetts unless the
corporation shall have a resident agent. Any officer may be required by the
board of directors to give a bond for the faithful performance of his duties in
such form and with such sureties as the board may determine.

         4.3. Elections. The president, treasurer and clerk shall be elected
annually by the board of directors at its first meeting following the annual
meeting of the stockholders. All other officers shall be chosen or appointed by
the board of directors.

         4.4. Term. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, the president, treasurer and clerk shall hold
office until the first meeting of the board of directors following the next
annual meeting of the stockholders and until their respective successors are
chosen and qualified. All other officers shall hold office until the first
meeting of the board of directors following the next annual meeting of the
stockholders, unless a shorter time is specified in the vote choosing or
appointing such officer or officers.

         4.5. Certain Duties and Powers. The officers designated below, subject
at all times to these By-laws and to the direction and control of the board of
directors, shall have and may exercise the respective duties and powers set
forth below:

                      The Chairman of the Board of Directors. The chairman of
         the board of directors, if there be one, shall, when present, preside
         at all meetings of the board of directors and shall perform such other
         duties as may be imposed by law, these By-laws or by the board of
         directors.

                      The Chief Executive Officer. The chief executive officer
         shall have general charge and oversight of the business and affairs of
         the corporation and shall enforce and execute the orders and
         instructions of the board of directors. In the absence of the chairman
         of the board of directors, he shall, when present, preside at all
         meetings of the stockholders, and, if a director, at all meetings of
         the board of directors.

                      The President. The president shall be the chief operating
         officer of the corporation and shall have general operating charge of
         its business subject to the direction of the board of directors, the
         chairman of the board of directors and the chief executive officer. In
         the absence of the chairman of the board of directors and the chief
         executive officer, he shall, when present, preside at all meetings of
         the stockholders, and, if a director, at all meetings of the board of
         directors.

                      The Vice Presidents. The board of directors may designate
         any vice president to exercise the powers and discharge the duties of
         the chief executive officer or the chief operating officer during the
         absence or inability to act of both the chairman of the board of
         directors and the president. A vice president not specifically
         designated as aforesaid shall have such powers and discharge such
         duties

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         as may be from time to time conferred or imposed upon him by the board
         of directors, the chairman of the board of directors, the chief
         executive officer or the president.

                      The Treasurer.  The treasurer shall cause to be kept
         accurate books of account.

                      The Clerk. The clerk shall keep a record of all
         proceedings of the stockholders and, if there be no secretary, shall
         also keep a record of all proceedings of the board of directors. In the
         absence of the clerk from any meeting of the stockholders or, if there
         be no secretary, from any meeting of the board of directors, an
         assistant clerk, if there be one, otherwise a clerk pro tempore
         designated by the person presiding at the meeting, shall perform the
         duties of the clerk at such meeting.

                      The Secretary. The secretary, if there be one, shall keep
         a record of all proceedings of the board of directors. In the absence
         of the secretary, if there be one, from any meeting of the board of
         directors, an assistant secretary, if there be one, otherwise a
         secretary pro tempore designated by the person presiding at the
         meeting, shall perform the duties of the secretary at such meeting.

         4.6. Other Duties and Powers. Each officer, subject at all times to
these By-laws and to the direction and control of the board of directors, shall
have and may exercise, in addition to the duties and powers specifically set
forth in these By-laws, such duties and powers as are prescribed by law, such
duties and powers as are commonly incident to his office and such duties and
powers as the board of directors may from time to time prescribe.

                      Section 5. RESIGNATIONS AND REMOVALS

         Any director or officer may resign at any time by delivering his or her
resignation in writing to the chairman of the board of directors, if any, the
chief executive officer, the president, the treasurer or the clerk or to a
meeting of the directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other time, and without in each case
the necessity of it being accepted unless the resignation shall so state. The
directors may be removed only as provided in the Articles of Organization. The
directors may remove any officer elected or appointed by them with or without
cause by the vote of a majority of the directors then in office. An officer may
be removed for cause only after a reasonable notice and opportunity to be heard
by the board of directors or by a standing or special committee of the board of
directors designated for the purpose.

         Except where a right to receive compensation shall be expressly
provided in a duly authorized written agreement with the corporation, no
director or officer resigning and no director or officer removed shall have any
right to any compensation as such director or officer for any period following
his or her resignation or removal, or any right to damages on account of

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such removal, whether his or her compensation be by the month or by the year or
otherwise; unless, in the case of a resignation, the directors, or in the case
of a removal, the body acting on the removal, shall in their or its discretion
provide for compensation.

                              Section 6. VACANCIES

         The directors shall elect a successor if the office of the president,
treasurer or clerk becomes vacant and may elect a successor if any other office
becomes vacant. Each such successor shall hold office for the unexpired term and
in the case of the president, treasurer and clerk until his successor is chosen
and qualified, or in each case until he sooner dies, resigns, is removed or
becomes disqualified. Any vacancy of a directorship shall be filled as specified
in Section 3.5 of these By-laws.

                            Section 7. CAPITAL STOCK

         7.1. Number and Par Value. The total number of shares and the par
value, if any, of each class of stock which the corporation is authorized to
issue shall be as stated in the Articles of Organization.

         7.2. Shares Represented by Certificates and Uncertificated Shares. The
board of directors may provide by resolution that some or all of any or all
classes and series of shares shall be uncertificated shares. Unless such a
resolution has been adopted, a stockholder shall be entitled to a certificate
stating the number and the class and the designation of the series, if any, of
the shares held by him, in such form as shall, in conformity to law, be
prescribed from time to time by the directors. Such certificate shall be signed
by the chairman of the board of directors, if any, the chief executive officer,
the president or a vice president and by the treasurer or an assistant
treasurer. Such signatures may be facsimiles if the certificate is signed by a
transfer agent, or by a registrar, other than a director, officer or employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the time of its issue.

         7.3. Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such conditions as the directors may
prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

         8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
directors or the transfer agent of the corporation may reasonably require.
Except as may be otherwise required by


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law, by the Articles of Organization or by these By-laws, the corporation shall
be entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the
right to receive notice and to vote with respect thereto, regardless of any
transfer, pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the requirements
of these By-laws.

         It shall be the duty of each stockholder to notify the corporation of
his post office address.

         8.2. Record Date and Closing Transfer Books. The directors may fix in
advance a time, which shall not be more than sixty (60) days before the date of
any meeting of stockholders or the date for the payment of any dividend or
making of any distribution to stockholders or the last date on which the consent
or dissent of stockholders may be effectively expressed for any purpose, as the
record date for determining the stockholders having the right to notice of and
to vote at such meeting and any adjournment thereof or the right to receive such
dividend or distribution or the right to give such consent or dissent, and in
such case only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after the
record date; or without fixing such record date the directors may for any of
such purposes close the transfer books for all or any part of such period. If no
record date is fixed and the transfer books are not closed:

                  (1) the record date for determining stockholders having the
         right to notice of or to vote at a meeting of stockholders shall be at
         the close of business on the date next preceding the day on which
         notice is given; and

                  (2) the record date for determining stockholders for any other
         purpose shall be at the close of business on the day on which the board
         of directors acts with respect thereto.

                            Section 9. CORPORATE SEAL

         The seal of the corporation shall, subject to alteration by the
directors, consist of a flat- faced circular die with the word "Massachusetts",
together with the name of the corporation and the year of its organization, cut
or engraved thereon.

                         Section 10. EXECUTION OF PAPERS

         Except as the directors may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the corporation shall be signed by the chairman of the board of
directors, if any, the chief executive officer, the president, a vice president
or the treasurer.


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Amended and Restated Bylaws:
Liberty Financial Companies, Inc.        11-12                           2/13/98

<PAGE>


                             Section 11. FISCAL YEAR

         The fiscal year of the corporation shall end on December 31.

                        Section 12. BUSINESS COMBINATIONS

         The provisions of Chapter 110F of the Massachusetts General Laws shall
not apply to any business combination (as defined in said Chapter 110F)
involving the corporation effected subsequent to March 24, 1996, or to any
business combination involving the corporation and Liberty Mutual.

                     Section 13. CONTROL SHARE ACQUISITIONS

         The provisions of Chapter 110D of the Massachusetts General Laws shall
not apply to any control share acquisition (as defined in said Chapter 110D)
involving the corporation.

                             Section 14. AMENDMENTS

         These By-laws may be altered, amended or repealed at any annual or
special meeting of the stockholders called for the purpose, of which the notice
shall specify the subject matter of the proposed alteration, amendment or repeal
or the sections to be affected thereby, by vote of the stockholders, or if there
shall be two or more classes or series of stock entitled to vote on the
question, by vote of each such class or series. The affirmative vote of a
majority of the total number of votes of the then outstanding shares of Voting
Stock, voting together as a single class shall be required for any alteration,
amendment or repeal of Section 2.2, Section 2.5, Section 3.1, Section 3.2,
Section 3.5, the third sentence of Section 5, Section 12, Section 13 or this
Section 14.

         These By-laws may also be altered, amended or repealed by vote of the
majority of the directors then in office, except with respect to any provision
which by law, the Articles of Organization or these By-laws requires action by
the stockholders. Action by the stockholders is required to amend, alter or
repeal this Section 14 so as to increase the power of the directors, or to
reduce the power of the stockholders, to amend, alter or repeal these By-laws.
The directors shall not take any action with respect to the alteration,
amendment or repeal of these By-laws which would provide for indemnification of
directors, unless permitted by law.

         Any By-law altered, amended or repealed by the directors may be further
altered or amended or reinstated by the stockholders in the above manner.






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Amended and Restated Bylaws:
Liberty Financial Companies, Inc.        12-12                           2/13/98