RESTATED BY-LAWS

                                       of

                        LIBERTY FINANCIAL COMPANIES, INC.
                        (formerly known as New LFC, Inc.)

                         as amended through March, 1997

                       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. The annual meeting of stockholders shall be held at
11:00 a.m. on the second Wednesday 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


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the purpose or purposes of the proposed meeting. Any such call shall state the
place, date, hour and purposes of the meeting.


      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


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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 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,

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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.

      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 thirty (30) 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


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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. 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.


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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 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


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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


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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 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


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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
directors.

      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:


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                  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 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


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      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 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


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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 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


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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


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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.

                             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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