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                                                                   EXHIBIT 3(ii)


                           GENERAL BINDING CORPORATION
                                     BY-LAWS
                            (RESTATED JUNE 28, 2000)

                                    ARTICLE I
                                     Offices



SECTION 1. PRINCIPAL OFFICE AND AGENT. The principal office shall be in the City
of Dover, County of Kent, State of Delaware, and the name of the registered
agent in charge thereof is The Corporation Trust Company.

SECTION 2. OTHER OFFICES. The corporation may also have offices at such other
places without or within the State of Delaware as the board of directors may
from time to time determine or the business of the corporation may require. The
books of the Corporation may be kept outside of the State of Delaware.

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                                   ARTICLE II
                            Meetings of Stockholders

SECTION 1. ANNUAL MEETING. An annual meeting of stockholders shall be held on
the second Tuesday of May in each year or on such other date and such place and
time as the chairman of the board or the board of directors shall designate, at
which meeting the stockholders shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting. If the election of directors shall not be held on the day
designated herein for any annual meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as may be convenient.

SECTION 2. PLACE OF MEETINGS. Meetings of stockholders for any purpose may be
held at such time and place, within or without the State of Delaware as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

SECTION 3. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting shall
be served upon or mailed to each stockholder entitled to vote thereat at such
address as appears on the books of the corporation, at least ten (10) days prior
to the meeting.

SECTION 4. LIST OF STOCKHOLDERS ENTITLED TO VOTE AT ELECTION OF DIRECTORS. At
least ten (10) days before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order,
with the address of each and the number of voting shares held by each, shall be
prepared by the secretary. Such list shall be open, during ordinary business
hours at the place where the election is to be held for said ten (10) days, to
the examination of any stockholder, and shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.


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SECTION 5. TRANSFERS OF STOCK WITHIN TWENTY (20) DAYS PRECEDING ELECTION OF
DIRECTORS. Except where the transfer books of the corporation shall have been
closed or a date shall have been fixed as a record date for the determination of
its stockholders entitled to vote, no share of stock shall be voted on at any
election of directors which shall have been transferred on the books of the
corporation within twenty (20) days next preceding such election of directors.

SECTION 6. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the chairman of
the board or the board of directors, or at the request in writing of a
stockholder or stockholders holding at least twenty per cent (20%) of the common
stock of the corporation at the time issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 7. NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS. Written notice of a
special meeting of stockholders, stating the time and place and object thereof,
shall be served upon or mailed to each stockholder entitled to vote thereat at
such address as appears on the books of the corporation, at least ten (10) days
before such meeting.

SECTION 8. BUSINESS AT SPECIAL MEETING. Business transacted at all special
meetings shall be confined to the objects stated in the call.

SECTION 9. QUORUM. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite, and shall constitute a quorum at all meetings of the stockholders
for the transaction of business, except as otherwise provided by statute, by the
certificate of incorporation or by these by-laws. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.


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SECTION 10. MAJORITY VOTE. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having power present in person or
represented by proxy shall decide any questions brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation or of these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

SECTION 11. PROXIES AND VOTING OF SHARES. At any meeting of the stockholders
every stockholder having the right to vote shall be entitled to vote in person,
or by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact and bearing a date not more than three (3) months prior to said
meeting, unless said instrument provides for a longer period. Each stockholder
shall have one vote for each share of stock having voting power, registered in
his name on the books of the corporation, except that any class of stock having
voting rights in excess of one vote per share shall have the number of votes per
share that may be ascribed to that class of stock by the certificate of
incorporation of the corporation.

SECTION 12. SETTING RECORD DATE FOR CLOSING OF TRANSFER BOOKS. The board of
directors shall have power to close the stock transfer books of the corporation
for a period not exceeding sixty (60) days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding sixty (60)
days in connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the board of directors may fix in advance a date, not exceeding sixty
(60) days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date of the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of and to vote at, any such
meeting, and


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any adjournment thereof or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.


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                                   ARTICLE III
                               Board of Directors

SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of the board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors, which
shall constitute the whole Board shall be eleven. The number may be increased or
diminished from time to time by amendment of these By-Laws, but shall not be
diminished to less than three. Directors need not be stockholders of the
Corporation or residents of Delaware. Each Director shall hold office until the
next annual meeting of the stockholders or until his successor shall have been
elected and qualified.

SECTION 3. RESIGNATIONS. Any director of the corporation may resign at any time
by giving written notice to the Board of Directors, the Chairman of the Board,
the President, or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein; and, unless tendered to take effect upon
acceptance thereof, the acceptance of such resignation shall not be necessary to
make it effective.

SECTION 4. VACANCIES. Vacancies occurring in the board of directors by reason of
death, resignation, retirement, disqualification or removal from office of any
director, or otherwise, and newly created directorships resulting from any
increase in the authorized number of directors, may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election or until their
successors are duly elected and qualified, unless sooner displaced.

SECTION 5. PLACE OF MEETINGS. The directors may hold their meetings and keep the
books of the corporation, except the original or duplicate stock ledger, outside
of Delaware, at such places as they may from time to time determine.


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SECTION 6. FIRST MEETING OF NEW BOARD. The first meeting of each newly elected
board shall be held at such time and place either within or without the State of
Delaware as shall be fixed by the vote of the stockholders at the annual meeting
and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting provided a quorum shall be present,
or they may meet at such place and time as shall be fixed by the consent in
writing of all the directors.

SECTION 7. REGULAR MEETINGS. Regular meetings of the board may be held without
notice at such time and place either within or without the State of Delaware as
shall from time to time be determined by the board.

SECTION 8. SPECIAL MEETINGS. Special meetings of the board may be called by the
Chairman of the Board or the President or upon the written request of at least
three directors. The notice thereof to the board of directors shall be given by
the President or the Secretary. The person or persons authorized to call special
meetings of the Board may fix any place, either within or without the State of
Delaware, as the place for holding any special meetings of the Board called by
them.

Notice of any special meeting shall be given at least five days previous
thereto. Any director may waive notice of any meeting. Attendance of a director
at any meeting shall constitute a waiver of notice of such meeting except where
a director attends a meeting for the express purpose of objecting 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 board of directors need be specified in the notice or waiver of
notice of such meeting.


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SECTION 9. QUORUM. At all meetings of the board the presence of a majority of
the directors shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation or by these by-laws. If a quorum shall not be
present at any meeting of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. The chairman shall preside at all such
meetings, except that if he is not present the president shall preside.

SECTION 10. INFORMAL ACTION. Any action which is required by law or by these
by-laws to be taken at a meeting of the board of directors or of any committee
thereof, or any other action which may be taken at such a meeting, may be taken
without a meeting if prior to such action a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof. Such consent shall have the same
force and effect as a unanimous vote of all directors concerned if such written
consent is filed with the minutes of proceedings of the board or committee.

SECTION 11. TELEPHONIC MEETINGS. Members of the board of directors, or any
committee designated by the board, may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this by-law shall constitute presence
in person at such meeting.

SECTION 12. COMPENSATION. Directors by resolution of the board may receive a
fixed annual fee for their service as a director. A fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the board; provided, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.


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SECTION 13. PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of the board of directors at which action on any corporate matter
is taken shall be conclusively presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.


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                                   ARTICLE IV
                                   Committees

SECTION 1. APPOINTMENT AND POWERS. The board of directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation which, to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the board of directors in the
management of the business and affairs of the corporation, and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

SECTION 2. MEMBERS' ABSENCE OR DISQUALIFICATION. In the absence or
disqualification of any member of any committees created under this Article, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

SECTION 3. RECORD OF PROCEEDINGS. The committees shall keep regular minutes of
their proceedings and report the same to the board when required.

SECTION 4. STANDING COMMITTEES. The following committees shall be standing
committees of the board: the Executive Committee, the Audit Committee and the
Executive Compensation Committee.

SECTION 5. EXECUTIVE COMMITTEE. The members of the Executive committee shall be
selected by the Board of Directors and shall include, but not be limited to, the
chairman of the board and the president of the corporation. The executive
committee shall have and may exercise between meetings of the board of
directors, all of the powers and authority which the


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board of directors may exercise in the direction and management of the business
and affairs of the corporation, except as prohibited by law, the certificate of
incorporation or these by-laws.

SECTION 6. AUDIT COMMITTEE. The board of directors shall select the members of
the audit committee and shall designate its chairman. The members of the audit
committee shall not be eligible to participate in any incentive compensation
plan for employees of the corporation or any of its subsidiaries. The audit
committee shall have and may exercise such powers, authority and
responsibilities as are normally incident to the functions of an audit committee
or as may be determined by the board of directors.

SECTION 7. EXECUTIVE COMPENSATION COMMITTEE. The board of directors shall select
the members of the executive compensation committee. No member of the committee
shall be eligible to participate in any compensation plan falling within the
jurisdiction of the committee, except as provided for in this by-law. The
executive compensation committee shall review and approve the general
compensation policies and programs for the management employees of the
corporation and shall establish the policies and programs for compensation of
the board of directors.

SECTION 8. COMMITTEE ON DIRECTOR AFFAIRS. The board of directors shall select
the members of the Committee on Director Affairs, and shall designate the
chairman of the committee. The committee shall be responsible for matters
related to service on the board of directors of the corporation, and associates
issues of corporate governance. The committee from time to time shall conduct
studies of the size and composition of the board of directors. Prior to each
annual meeting of stockholders, the committee shall recommend to the board the
individuals to constitute the nominees of the board of directors, the election
of whom for which the board will solicit proxies. The committee shall review the
qualifications of individuals for consideration as director candidates and shall
recommend to the board, for its consideration, the names of


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individuals for election to the board. The committee shall have and may exercise
such other powers, authority and responsibilities as may be determined by the
board of directors. (Added on August 11, 2000).


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                                    ARTICLE V
                      Notice to Stockholders and Directors

SECTION 1. NOTICE. Whenever under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to require personal
notice, but such notice may be given in writing, by mail, facsimile or
electronic mail or telegraph, addressed to such director or stockholder at such
address as appears on the books of the corporation, and such notice shall be
deemed to be given at the time when the same shall be thus mailed or
transmitted, as the case may be.

SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation, or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.


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                                   ARTICLE VI
                                    Officers

SECTION 1. NUMBER AND TITLE. The officers of the Corporation shall be a Chairman
of the Board, a President, one or more Vice Presidents (the number thereof to be
determined by the Board of Directors and if more than one Vice President is
elected, the Board of Directors may at the time of such election designate one
or more of them as Executive or Senior Vice Presidents), and a Secretary, and
such other positions as may be elected or appointed by the Board of Directors.
Any two or more offices except the offices of President and Secretary may be
held by the same person.

SECTION 2. ELECTION AND QUALIFICATIONS. The officers of the corporation shall be
elected annually by the board of directors at the first meeting of the board of
directors held after each meeting of stockholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient.

SECTION 3. APPOINTMENT OF ADDITIONAL OFFICERS. The board may appoint such other
officers and agents as it shall deem necessary, who shall hold their officers
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board.

SECTION 4. COMPENSATION. The compensation of the officers shall be fixed from
time to time by the board of directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation. All officers and agents of the corporation, other than directors,
shall be entitled to reasonable compensation for services rendered to the
corporation, including the performance of their official duties, unless the
board of directors by resolution shall provide that no compensation shall be
paid therefor. Election or appointment of an officer shall not of itself create
contract rights.


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SECTION 5. TERM OF OFFICE, REMOVAL, VACANCIES. Each officer of the corporation
shall hold office until his successor is chosen and qualified in his stead or
until his death, resignation, or removal, as hereinafter provided. Any officer
elected or appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
board of directors.

SECTION 6. RESIGNATIONS. Any officer may resign at any time by giving written
notice to the board of directors or to the president or the secretary of the
corporation. Any such resignation shall take effect at the time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

SECTION 7. CHAIRMAN OF THE BOARD. If appointed, the Chairman of the Board shall
perform such duties as shall be assigned to him or her by the board from time to
time and shall preside over meetings of the board and shareholders unless
another officer is appointed or designated by the board as the chair of such
meeting.

SECTION 8. THE PRESIDENT. The president shall be the chief executive officer of
the corporation. He shall have general and active management of the business of
the corporation, and shall see that all orders and resolutions of the board are
carried into effect. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

SECTION 9. VICE-PRESIDENTS. In the absence of the president or in the event of
his inability to act, an executive or senior vice-president, and in the event of
his absence or inability to act, a vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and


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be subject to all the restrictions upon the president. The vice-president or
vice-presidents shall perform such other duties as from time to time may be
assigned to him or them by the president or by the board of directors.

SECTION 10. THE SECRETARY. The secretary shall attend all sessions of the board
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. The secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president. The secretary shall keep in safe custody
the seal of the corporation and, when authorized by the board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by the
secretary's signature or by the signature of the treasurer or an assistant
secretary.

SECTION 11. ASSISTANT SECRETARIES. In the absence or inability to act of the
secretary, the assistant secretary (or in the event there be more than one
assistant secretary, the assistant secretaries in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the secretary. The
assistant secretary or secretaries shall perform such other duties as from time
to time may be assigned by the board of directors.

SECTION 12. THE CHIEF FINANCIAL OFFICER. The chief financial officer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors. He shall disburse the funds of the corporation as may
be ordered by the board, taking proper vouchers for such disbursements, and
shall render to the president and directors, at the regular meetings of the
board, or whenever they may require it, an account of all his transactions and
of the financial condition of the corporation.


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SECTION 13. CORPORATE CONTROLLER. The Corporate Controller shall perform the
basic function of directing the establishment of accounting principles,
practices and procedures; and, maintaining all accounting records and being
responsible for the development, analysis, and interpretation of statistical and
accounting information to appraise operating results in terms of costs, budgets,
policies of operations, trends and increased profit possibilities.


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                                   ARTICLE VII
                                 Indemnification

SECTION 1. RIGHT TO INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subject to the
other provisions of this article, the corporation shall indemnify and advance
expenses to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorney's fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, fiduciary or member of any other corporation, partnership, joint
venture, trust, organization or other enterprise. The corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the board of directors of the
corporation.

SECTION 2. ADVANCEMENT OF EXPENSES OF DIRECTORS AND OFFICERS. The corporation
shall pay the expenses of directors and officers incurred in defending any
proceeding in advance of its final disposition ("advancement of expenses");
provided, however, that the payment of expenses incurred by a director or
officer in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this article or otherwise.

SECTION 3. CLAIMS BY OFFICERS OR DIRECTORS. If a claim for indemnification or
advance of expenses by an officer or director under this article is not paid in
full within ninety days after a written claim therefor has been received by the
corporation, the claimant may file suit to


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recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or advance of expenses under
applicable law.

SECTION 4. INDEMNIFICATION OF EMPLOYEES. Subject to the other provisions of this
article, the corporation may indemnify and advance expenses to every employee
who is not a director or officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended against any and all amounts (including judgments, fines, payments in
settlement, attorneys' fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such employee was or is made or is
threatened to be made a party or is otherwise involved by reason of the fact
that such person is or was an employee of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, fiduciary or
member of any other corporation partnership, joint venture, trust, organization
or other enterprise. The ultimate determination of such entitlement to
indemnification of employees who are not officers and directors shall be made in
such manner as is provided by applicable law. The corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the board of directors of the
corporation.

SECTION 5. ADVANCEMENT OF EXPENSES OF EMPLOYEES. The advancement of expenses of
an employee who is not an officer or director shall be made by or in the manner
provided by resolution of the board of directors or by a committee of the board
of directors or of the corporation.

SECTION 6. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this
Article VII shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation, these by-laws, agreement, vote of stockholders or disinterested
directors or otherwise.


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SECTION 7. OTHER INDEMNIFICATION. The corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director, officer
or employee of another corporation, partnership, joint venture, trust,
organization or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, organization or other enterprise.

SECTION 8. INSURANCE. The board of directors may, to the full extent permitted
by applicable law as it presently exists, or may hereafter be amended from time
to time, authorize an appropriate officer or officers to purchase and maintain
at the corporation's expense insurance: (a) to indemnify the corporation for any
obligation which it incurs as a result of the indemnification of directors,
officers and employees under the provisions of this Article VII; and (b) to
indemnify or insure directors, officers and employees against liability in
instances in which they may not otherwise be indemnified by the corporation
under the provisions of this Article VII.

SECTION 9. AMENDMENT OR REPEAL. Any repeal or modification of the foregoing
provisions of this Article VII shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.


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                                  ARTICLE VIII
                    Certificates of Stock and Their Transfer

SECTION 1. CERTIFICATES. The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they are
issued. They shall (a) exhibit the holder's name and number of shares, (b) be
signed by the chairman or president and the chief financial officer or the
secretary or an assistant secretary, and (c) be sealed with the seal of the
corporation, which may be by facsimile. If any stock certificate is signed (1)
by a transfer agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the corporation and a registrar, the signature of any such
chairman, president, vice-president, treasurer, assistant treasurer, secretary
or assistant secretary may be facsimile.

SECTION 2. LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

SECTION 3. TRANSFERS OF STOCK. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of successions, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.


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SECTION 4. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claims to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.


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                                   ARTICLE IX
                               General Provisions

SECTION 1. DIVIDENDS. The board of directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its articles of incorporation.

SECTION 2. RESERVES. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

SECTION 3. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation and such authority
may be general or confined to specific instances.

SECTION 4. LOANS. No loans shall be contracted on the behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the board of directors. Such authority may be general or
confined to specific instances. No loans shall be made by the corporation to any
director or officer or secured by its shares unless approved by the board of
directors.

SECTION 5. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.


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SECTION 6. FISCAL YEAR. The fiscal year of the corporation, unless otherwise
provided by resolution of the board of directors, shall begin on the first day
of January in each year and end on the 31st day of December in each year.

SECTION 7. SEAL. The board of directors shall provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon the name of
the corporation and the words, "Corporate Seal, Delaware". Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

SECTION 8. CERTIFICATE OF INCORPORATION. The term "certificate of incorporation"
as used in these by-laws shall have the same meaning as said term is given by
Section 102(c) of the Delaware Corporation Law, and shall include any agreement
of consolidation or merger filed pursuant to said law.


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                                    ARTICLE X
                                    Amendment

SECTION 1. HOW AMENDED. These by-laws may be altered, amended or repealed and
new by-laws may be adopted at any meeting of the board of directors of the
corporation by a majority vote of the directors present at the meeting.

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