EXHIBIT 3.1



                                     BYLAWS
                                       of
                              THE GILLETTE COMPANY
                          As Amended on March 13, 2003

                                   ARTICLE I

                     Certificate of Incorporation - Offices

         The name and the nature of the business or purposes of the corporation
and the location of its registered office shall be as set forth in its
certificate of incorporation. The corporation may also have offices in such
other places as the board of directors may from time to time determine or the
business of the corporation may require. These bylaws shall be subject to all
requirements and provisions of law applicable to the corporation and to all
requirements and provisions of the certificate of incorporation. In these
bylaws, references to the certificate of incorporation mean the provisions of
the certificate of incorporation (as that term is defined in the General
Corporation Law of the State of Delaware) of the corporation as from time to
time in effect, and reference to these bylaws or to any requirement or
provisions of law means these bylaws or such requirement or provision of law as
from time to time in effect.

                                   ARTICLE II

                                 Annual Meeting

         The annual meeting of shareholders shall be held each year on a date
and a time designated by the board of directors. At the meeting, directors shall
be elected and any other business properly brought before the meeting pursuant
to these bylaws may be transacted. The annual meeting may be held at any place
within or without the State of Delaware designated by the board of directors.
Purposes for which the annual meeting is to be held additional to those
prescribed by law, the certificate of incorporation and these bylaws may

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be specified by  resolution of the board of directors or by a writing filed with
the  secretary  signed by the chief  executive  officer or by a majority  of the
directors.

         At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (b) brought before the meeting by or at the direction of a
majority of the total number of directors which the corporation would have if
there were no vacancies, or (c) otherwise properly requested to be brought
before the meeting by a shareholder of record of the corporation who was a
shareholder of record at the time of the giving of the notice provided for in
this Article II, who is entitled to vote at the meeting and who has complied
with the notice procedures of this Article II.

         In addition to any other applicable requirements, for business to be
properly requested to be brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing in proper form to
the secretary of the corporation, such business must be a proper matter for
shareholder action under the Delaware General Corporation Law and, if the
shareholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, solicits or participates in the solicitation of proxies in
support of such proposal, the shareholder must have timely indicated its, or
such beneficial owner's, intention to do so as provided below. To be timely, a
shareholder's notice must be delivered to or mailed and received by the
secretary of the corporation at the principal executive offices of the
corporation not more than 120 days nor less than 90 days prior to the
anniversary date of the prior year's annual meeting of the shareholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within 30 days before or after such anniversary date, notice by
the shareholder to be timely must be delivered to or mailed and received by the
secretary of the corporation at the principal executive offices of the
corporation not more than 120 days prior to such annual meeting and not later
than the close of business on the tenth day following the day on which notice of
the date of the annual meeting was mailed or public announcement of the date of
the annual meeting was made, whichever first occurs. In no event shall the
public announcement of an adjournment or

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postponement of a meeting of shareholders  commence a new time period (or extend
any time period) for the giving of a shareholder's notice as described above.

         To be in proper form, a shareholder's notice to the secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting (including the text of any resolutions proposed for consideration and in
the event that such business includes a proposal to amend the bylaws of the
corporation, the language of the proposed amendment), (b) the name and address,
as they appear on the corporation's books, of the shareholder proposing such
business and of the beneficial owner, if any, on whose behalf such proposal is
being made, (c) the class and number of shares of the corporation which are
owned beneficially and of record by the shareholder and the beneficial owner,
(d) any material interest of the shareholder or beneficial owner in such
business, (e) any other information that is required to be provided by the
shareholder or beneficial owner pursuant to Section 14 of the Securities
Exchange Act of 1934, (the "Securities Exchange Act") and the rules and
regulations promulgated thereunder, in such shareholder's or beneficial owner's
capacity as a proponent of the shareholder proposal, and (f) whether either such
shareholder or beneficial owner, alone or as part of a group, intends to deliver
a proxy statement and/or form of proxy or to otherwise solicit or participate in
the solicitation of proxies in favor of such proposal. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at an annual
meeting except business brought before the annual meeting in accordance with the
procedures set forth in this Article II.

         The chairman of an annual meeting shall, if he determines that business
was not properly brought before the annual meeting in accordance with the
foregoing procedures, declare to the meeting that the business was not properly
brought before the meeting in accordance with the provisions of this Article II
(including whether the shareholder or beneficial owner, if any, on whose behalf
the proposal is made solicits (or is part of a group which solicits), or fails
to so solicit, as the case may be, proxies in support of such shareholder's
proposal in compliance with such shareholder's notice as required by this


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Article II), and if he should so determine, he shall so declare to the meeting
any such business not properly brought before the meeting shall not be
transacted, and such business shall be disregarded.

         Notwithstanding the foregoing provisions of this Article II, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act and the rules and regulations thereunder with respect to matters
set forth in this Article II. Nothing in this Article II shall be deemed to
affect any rights of shareholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act.

         For purposes of this Article II, the date of public announcement of a
meeting or of an adjournment or postponement of a meeting shall include, but not
be limited to, the date on which disclosure of the date of the meeting,
adjournment or postponement is released to a national news service, or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 and 15(d) (or the rules and regulations
thereunder) of the Securities Exchange Act.

                                   ARTICLE III

                        Special Meetings of Shareholders

         Special meetings of the shareholders may be held either within or
without the State of Delaware, at such time and place and for such purposes as
shall be specified in a call for such meeting made by resolution of the board of
directors or by a writing filed with the secretary signed by the chief executive
officer or by a majority of the directors, but, unless otherwise required by
law, such special meetings may not be called by any other person or persons.
Only such business shall be considered at a special meeting of shareholders as
shall have been stated in the notice for such meeting given by or at the
direction of the board of directors. To the extent such business includes the
election of directors, nominations of persons for election to the board of
directors may be made at a special meeting of shareholders only by or at the
direction of the board of directors or a committee appointed by

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the board of directors or by a shareholder of record of the  corporation who was
a shareholder of record at the time of the giving of the notice  provided for in
Article V entitled to vote at the  special  meeting  and who  complies  with the
notice and other procedures and requirements set forth in Article V.

                                   ARTICLE IV

                        Notice of Shareholders' Meetings

         Except where some other notice is required by law or by the certificate
of incorporation, a written or printed notice of each meeting of shareholders,
stating the place, day and hour thereof and the purposes for which the meeting
is called, shall be given by or under the direction of the secretary, not less
than ten nor more than sixty days before the date fixed for such meeting, to
each shareholder entitled to vote at such meeting and to each shareholder who,
by law or the certificate of incorporation or these bylaws, is entitled to
notice thereof by leaving such notice with the shareholder or at such
shareholder's residence or usual place of business or by depositing such notice
in the United States mail, postage prepaid, addressed to such shareholder at the
address carried on the books of the corporation. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail with postage
thereon prepaid, addressed to the shareholder at his address as it appears on
the stock transfer records of the corporation. In case of the death, absence,
incapacity or refusal of the secretary, such notice may be given by a person
designated either by the secretary or by the person or persons calling the
meeting or by the board of directors. Every shareholder shall for all purposes
be deemed to have received notice of a meeting, or any adjourned session
thereof, in due season if such shareholder shall be present or represented by
proxy at such meeting or adjourned session or shall in writing waive such notice
before or after the meeting or adjourned session. Neither the business to be
transacted at, nor the purpose of, any meeting of the shareholders or any
adjourned session need be specified in any written waiver of notice. If a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place are announced at the meeting at which
the adjournment is taken, except that if the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of

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the adjourned  meeting shall be given to each  shareholder of record entitled to
vote at  said  adjourned  meeting  and to each  shareholder  who,  by law or the
certificate of incorporation or these bylaws, is entitled to notice thereof,  in
the same manner as would the original notice of any meeting be given.

                                    ARTICLE V

                        Nomination of Director Candidates

Only persons who are nominated in accordance with the procedures set forth in
this Article V shall be eligible for election as directors. Subject to the
rights of holders of any class or series of preferred stock of the corporation
to nominate and elect a specified number of directors as provided in the
certificate of incorporation, nominations for the election of directors may be
made by the board of directors or a committee appointed by the board of
directors or by any shareholder of record of the corporation who was a
shareholder of record at the time of the giving of notice provided for in this
Article V, entitled to vote in the election of directors generally and who has
complied with the notice provisions of this Article V. In addition to any other
applicable requirements for a shareholder to nominate one or more persons for
election as director(s) at a meeting, such shareholder shall have given written
notice of such shareholder's intent to make such nomination or nominations in
proper written form to the secretary of the corporation. To be timely, a
shareholder's notice to the secretary must be delivered to or mailed and
received at the primary executive office of the corporation (a) in the case of
an annual meeting, not less than 90 days nor more than 120 days prior to the
anniversary date of the prior year's annual meeting; provided, however, that in
the event that the annual meeting is called for a date that is within 30 days
before or after such anniversary date, notice by the shareholder in order to be
timely must be delivered and so received not more than 120 days prior to such
annual meeting and not later than the close of business on the tenth day
following

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the day on which  notice of the date of the  annual  meeting  was mailed or such
public  disclosure of the date of the annual meeting was made,  whichever  first
occurs; and (b) in the case of a special meeting of shareholders  called for the
purpose of electing directors, not later than the close of business on the tenth
day  following  the day on which  notice of the date of the special  meeting was
mailed  or  public  disclosure  of the date of the  special  meeting  was  made,
whichever first occurs.

         In no event shall the public announcement of an adjournment or
postponement of a meeting of shareholders commence a new time period (or extend
any time period) for the giving of a shareholder's notice as described above. To
be in proper form, each such notice shall set forth: (a) the name and address,
as they appear on the corporation's books, of the shareholder who intends to
make the nomination and of the beneficial owner, if any, on whose behalf such
nomination is being made and of the person or persons to be nominated, (b) a
representation that the shareholder is a holder of record of stock of the
corporation entitled to vote for the election of directors on the date of such
notice and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice, (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) and between the
beneficial owner and such nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder, (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement pursuant to Section 14 of the Securities Exchange Act and the rules
and regulations promulgated thereunder, had the nominee been nominated, or
intended to be nominated by the board of directors, (e) the consent of each
nominee to serve as a director of the corporation if so elected; (f) the class
and number of shares of the corporation which are owned beneficially and of
record by the shareholder who intends to make the nomination and by the
beneficial owner on whose behalf such nomination is intended to be made, (g)
whether either such shareholder or beneficial owner, alone or as part of a
group, intends to deliver a proxy statement and/or form of proxy or to otherwise
solicit or participate in the solicitation of proxies in favor of such
nomination, and (h) a certification that each nominee meets the qualifications
prescribed in these bylaws. 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 secretary of the corporation that information required to be set forth in a
shareholder's notice of nomination pertaining to a nominee.

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         The chairman of the meeting shall, if he determines that the nomination
of any person was not made in compliance with the foregoing procedures
(including whether the shareholder or beneficial owner, if any, on whose behalf
the nomination is made solicits (or is part of a group which solicits), or fails
to so solicit, as the case may be, proxies in support of such shareholder's
nomination in compliance with such shareholder's notice as required by this
Article V), declare to the meeting that such nomination was defective and such
nomination shall be disregarded; provided, however, that nothing in this Article
V or in Article II shall be deemed to limit any voting rights upon the
occurrence of dividend arrearages provided to holders of preferred stock
pursuant to the preferred stock designation for any series of preferred stock.

         For purposes of this Article V, the date of public announcement of a
meeting or of an adjournment or postponement or a meeting shall include, but not
be limited to, the date on which disclosure of the date of the meeting,
adjournment or postponement is released to a national news service, or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 and 15(d) (or the rules and regulations
thereunder) of the Securities Exchange Act.

                                   ARTICLE VI

     Quorum of Shareholders; Adjournments; Postponements and Cancellations

         Quorum. Except where a larger quorum is required by law, the
certificate of incorporation or these bylaws, at each meeting of shareholders
the presence in person or by proxy of the holders of a majority in voting power
of the outstanding shares of stock entitled to vote at the meeting shall be
necessary and sufficient to constitute a quorum. When a quorum is present at any
meeting, a plurality of the votes properly cast for election of directors shall
so elect, and a majority of the votes properly cast upon any question other than
an election of directors shall decide such question, except that where a larger
vote is required by an express provision of law, the certificate of
incorporation or these bylaws, such express provision shall govern.

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         At the adjourned meeting at which a quorum is present, the shareholders
may transact any business, which might have been transacted at the original
meeting. Once a share is represented for any purpose at a meeting, it shall be
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. Shares of its own stock belonging to the corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

         If a quorum is initially present, the shareholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action is approved by a
majority (or with respect to the election of directors, a plurality) of the
shareholders initially constituting the quorum (except that where a larger vote
is required by an express provision of law, the certificate of incorporation or
these bylaws, such express provision shall govern.)

         Adjournments. Any shareholders' meeting, annual or special, whether or
not a quorum is present, may be adjourned solely by the chair of the meeting,
from time to time to reconvene at the same or some other time, date and place.
The shareholders present at a meeting shall not have the authority to adjourn
the meeting. At any adjourned meeting the corporation may transact only such
business that might have been transacted at the original meeting.

         Postponement and Cancellation of Shareholders' Meeting. Any previously
scheduled annual or special meeting of shareholders may be postponed, and any
previously scheduled annual or special meeting of shareholders called by the
board of directors may be canceled, by resolution of the board of directors upon
public notice given prior to the time previously scheduled for such meeting of
shareholders.

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                                   ARTICLE VII

                               Proxies and Voting

         Except as otherwise provided in the certificate of incorporation, and
subject to the provisions of Article XII of these bylaws, each shareholder of
record shall at every meeting of the shareholders be entitled to one vote for
each share of the capital stock held by such shareholder. Shareholders entitled
to vote at a meeting of shareholders or to express consent or dissent to
corporate action in writing may authorize another person or persons to act for
them by written proxy, which may be in the form of a telegram, cablegram, or
other means of electronic submission, signed by the shareholder or the
shareholder's authorized officer, director, employee or agent and filed with the
secretary of the corporation, but no proxy shall be voted or acted upon after
three years from its date, unless said proxy provides for a longer period. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or other
reasonable means) by the shareholder or the shareholder's authorized officer,
director, employee or agent. The delivery of a proxy on behalf of a shareholder
consistent with telephonic or electronically transmitted instructions obtained
pursuant to procedures of the corporation reasonably designed to verify that
such instructions have been authorized by such shareholder shall constitute the
delivery of a validly signed proxy by or on behalf of the shareholder. Persons
holding stock in a fiduciary capacity shall be entitled to vote the shares so
held, and persons whose stock is pledged shall be entitled to vote, unless in
the transfer by the pledgors on the books of the corporation they shall have
expressly empowered the pledgees to vote thereon, in which case only the
pledgees, or their proxies, may represent said stock and vote thereon.

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         Revocability of Proxies. A duly executed proxy shall be irrevocable if
it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.
A shareholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the secretary of the corporation.

         Death, Incapacity, etc. of a Shareholder. In case of the death,
bankruptcy, minority or mental incapacity of any shareholder the person entitled
to transfer such shareholder's shares shall be entitled to vote in respect of
such shares, and if there shall be more than one such person, the right to vote
shall be the same as if the shares stood of record in the names of two or more
persons, as provided by applicable law. A vote given in accordance with a proxy
shall be valid notwithstanding the previous death of the shareholder or
revocation of the proxy unless information in writing of the death or revocation
shall have been previously received by the secretary of the corporation.

         List of Shareholders. The secretary shall prepare and make, at least
ten days before every meeting of shareholders, a complete list of the
shareholders entitled to vote at said meeting showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
The stock ledger shall be the only evidence as to who are shareholders entitled
to examine the stock ledger or such list, or to vote in person or by proxy at
such meeting, or, subject to the provisions of Article XXVIII of these bylaws,
to inspect the accounts or books of the corporation.

         Inspectors. In advance of or at any meeting of the shareholders, the
board of directors or the chairman of the meeting may, and shall if required by
applicable law, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof and make a written
report thereof. Unless otherwise required by law, inspectors may be officers,
employees or agents of the corporation. Each inspector, before

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entering  upon  the  discharge  of his  duties,  shall  take  and  sign  an oath
faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
impartiality and according to the best of his or her ability. The inspectors, if
any, shall  determine the number of shares of stock  outstanding  and the voting
power of each, the shares of stock represented at the meeting,  the existence of
a quorum, the validity and effect of proxies,  and shall receive votes,  ballots
or  consents,  hear and  determine  all  challenges  and  questions  arising  in
connection  with the right to vote,  count and  tabulate  all votes,  ballots or
consents,  determine  the result,  and do such acts as are proper to conduct the
election or vote with fairness to all  shareholders.  Upon request of the person
presiding at the meeting,  the inspectors  shall make a report in writing of any
challenge,  question or matter  determined by them and execute a certificate  of
any fact found by them.

         Conduct of Meetings. Meetings of shareholders shall be presided over by
the chairman of the board or by another chair designated by the board of
directors. The board of directors of the corporation may adopt by resolution
such rules and regulations for the conduct of the meeting of shareholders as it
shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the board of directors, the chairman of any meeting of
shareholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business for the
meeting, (b) rules and procedures for maintaining order at the meeting and the
safety of those present, (c) limiting attendance at, or participation in, the
meeting to shareholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine, (d) restrictions on entry to the meeting after the time fixed for the
commencement thereof, and (e) limitations on the time allotted to questions or
comments by participants. The date and time of the opening and closing of the
polls for each matter upon which the shareholder will vote at a meeting shall be
determined by the chair of the meeting and announced at the meeting. The chair
of the meeting shall have the full power and authority to make any other
determinations with respect to the meeting, including without limitation, on
proposals or

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other actions by  participants  or on matters  required to be determined by law.
Unless and to the extent determined by the board of directors or the chairman of
the  meeting,  meetings  of  shareholders  shall not be  required  to be held in
accordance with the rules of parliamentary procedure.


                                  ARTICLE VIII

                            Action by Written Consent

         Any action required by the General Corporation Law of the State of
Delaware to be taken at any annual or special meeting of the shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders in accordance with these bylaws and the certificate of
incorporation, as amended, of the corporation, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the corporation having custody of the
book in which proceedings of shareholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.


         Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
date of the earliest dated consent delivered to the corporation in the manner
required by this Article VIII, written consents signed by a sufficient number of
holders to take action are delivered to the corporation in the manner set forth
in preceding paragraph. Delivery made to the corporation's registered office or
they shall be by hand or by certified or registered mail, return receipt
requested. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent

<PAGE>

shall be given to those  shareholders who have not consented in writing and who,
if the action had been at a meeting,  would have been  entitled to notice of the
meeting  if the  record  date for such  meeting  had been the date that  written
consents  signed by a  sufficient  number of  holders  to take the  action  were
delivered to the corporation as provided in this Article VIII.


         Upon receipt by the corporation in accordance with this Article VIII of
written consents which purport to be signed by holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take the action set forth in such written consents at a meeting at
which all shares entitled to vote thereon were present and voted, the
corporation shall cause such written consents to be reviewed (with all
reasonable speed) by independent inspectors to be appointed by the board of
directors of the corporation. Such review shall be made to determine the
sufficiency of such written consents, including, without limitation, the
compliance of such written consents with these bylaws and the General
Corporation Law of the State of Delaware. If, upon completion of such review,
the inspectors determine that such written consents are sufficient to take the
action or actions set forth therein without a meeting, that fact shall be
certified forthwith on the records of the corporation kept for the purpose of
recording the proceedings of meetings of the shareholders, and the consent shall
be filed in such records, at which time such action or actions shall thereupon
be immediately effective. No action by written consent without a meeting shall
be effective until such date as the inspectors certify to the corporation that
the consents delivered to the corporation in accordance with this Article VIII
represent at least the minimum number of votes that would be necessary to take
the action. In the event that the number of consents is determined by the
inspectors to be inadequate and thereafter, but within the period provided by
this Article VIII, additional consents are delivered to the corporation in
accordance with this Article VIII, the corporation shall cause such additional
consents to be reviewed by the inspectors on the same basis as though such
additional consents had been delivered and reviewed with the written consents
which were previously reviewed. If, upon completion of such additional review,
the inspectors determine that such written consents are sufficient to take the
action or actions set forth therein without a meeting, such action or actions
shall thereupon be immediately effective.

<PAGE>

         In conducting any review required by this Article VIII, the secretary
of the corporation or the inspectors (as the case may be) may, at the expense of
the corporation, retain special legal counsel and any other necessary or
appropriate professional advisors, and such other personnel as they may deem
necessary or appropriate to assist them, and shall be fully protected in relying
in good faith upon the opinion of such counsel or advisors.

         Nothing contained in this Article VIII shall in any way be construed to
suggest or imply that the board of directors or any shareholder shall not be
entitled to contest the validity of any consent or revocation thereof, whether
before or after such certification by inspectors, or to take any other action
(including, without limitation, the commencement, prosecution, or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation.)

                                   ARTICLE IX

                               Stock Certificates

         Every holder of stock in the corporation shall be entitled to have a
certificate or certificates certifying the number and class and series
designation, if any, of the shares such shareholder owns in the corporation
signed by, or in the name of the corporation by, the chairman of the board of
directors, a vice chairman of the board of directors, a president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation. Any or all of the signatures on the
certificate may be facsimile signatures. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were such officer, transfer agent, or registrar at
the date of issue. In case any certificate shall be alleged to be lost or
destroyed or mutilated, a new certificate may be issued in place thereof upon
reasonable evidence of the loss or destruction or mutilation and upon such
indemnity, including receipt of a bond by the corporation sufficient to
indemnify the corporation against any claim on account thereof, as the board of


<PAGE>

directors may require. Certificates of stock shall be in such form as shall in
conformity with law be prescribed from time to time by the board of directors.

                                    ARTICLE X

                               Transfers of Stock

         Subject to the restrictions, if any, imposed by the certificate of
incorporation or stated or noted on the stock certificate, title to a
certificate of stock and to the shares represented thereby shall be transferred
only by delivery of the certificate properly endorsed, or by delivery of the
certificate accompanied by a written assignment of the same, or a written power
of attorney to sell, assign, or transfer the same or the shares represented
thereby, properly executed; but, except as may be otherwise required by law or
by Article XII of these bylaws, the person registered on the stock ledger of the
corporation as the owner of shares shall have the exclusive right to receive
dividends thereon and to vote thereon as such owner, shall be held liable for
such calls and assessments, if any, as may lawfully be made thereon, and may in
all respects be treated by the corporation and its transfer agents and
registrars, if any, as the exclusive owner thereof. The corporation shall not be
bound to take notice of or recognize any trust, charge or equity affecting any
of the shares of the capital stock or recognize any person as having any
interest therein except the person or persons whose name or names appear on the
corporation's stock ledger as the legal owner or owners thereof. It shall be the
duty of the shareholders to notify the corporation of their post office
addresses.

                                   ARTICLE XI

                              Acquisitions of Stock

(a) The corporation shall not acquire any of its voting equity securities, as
defined below, at a price above the average market price, as defined below, of
such securities from any person who is the beneficial owner, as defined below,
of more than three percent of the corporation's voting equity securities and has
been such for less than two years, unless such

<PAGE>

acquisition  is  pursuant  to the same offer and terms as made to all holders of
securities  of such  class and to all  holders  of any other  class from or into
which such securities may be converted.

(b) This provision shall not apply to any acquisition that has been approved by
a vote of a majority of the shares entitled to vote, excluding those owned by
any such beneficial owner any of whose shares are proposed to be acquired
pursuant to that vote.

(c) This provision shall not restrict the corporation from: (1) reacquiring
shares in the open market in transactions in which all shareholders have an
equal chance to sell their shares, and in number of shares that do not exceed in
any one day the daily average trading volume for the preceding three months; (2)
offering to acquire at market price all shares, but not less than all shares, of
any shareholder owning less than 100 shares of common stock; or (3) reacquiring
shares pursuant to the terms of a stock option plan that has been approved by a
vote of a majority of the common shares.

(d) A person will be deemed to be the beneficial owner of any voting equity
security of which that person would be deemed the beneficial owner pursuant to
Rule 13d-3 under the Securities Exchange Act (or any successor rule or
regulation).

(e) Average market price means the weighted average of sale prices for shares of
the subject class of the corporation's voting equity securities determined by
(1) multiplying the closing sale prices of shares of the subject class of the
corporation's voting stock as reported on the Composite Tape for New York Stock
Exchange-listed stocks for each of the ten full trading sessions immediately
preceding the earlier of the first public announcement of, or the signing of a
definitive agreement for, a purchase of the corporation's voting equity
securities by the number of shares of such voting equity securities traded
during each respective trading session, (2) adding the products of these
multiplications, and (3) dividing the sum by the total number of shares of the
corporation's voting equity securities traded during that period.

<PAGE>

(f) Voting equity securities of the corporation means equity securities issued
from time to time by the corporation which by their terms are entitled to be
voted generally in the election of the directors or similar officials of the
corporation.

                                   ARTICLE XII

                                   Record Date

(a) Meetings of Shareholders. In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, except shareholder action by written consent as provided
for below, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and shall not be more than sixty nor less than ten
days (or such longer period as may be required by law) before the date of such
meeting, nor more than sixty days prior to any other action, except shareholder
action by written consent, and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or other distribution or allotment of rights, or to exercise
such rights, or for the purpose of such other lawful action, as the case may be,
notwithstanding any transfer of any stock on the stock ledger of the corporation
after such record date fixed as aforesaid.

         If no record date is fixed as provided in the preceding paragraph, the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is held
and the record date for determining shareholders for any other purpose, except
shareholder action by written consent, shall be at the close of business on the
day on

<PAGE>

which  the  board  of  directors  adopts  the  resolution  relating  thereto.  A
determination  of  shareholders  of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

     (b)  Action  by  Written  Consent.  (1) The  record  date  for  determining
shareholders  entitled to express consent to corporate action in writing without
a  meeting  shall  be as  fixed  by  the  board  of  directors  or as  otherwise
established  under this Article XII. Any person seeking to have the shareholders
authorize or take corporate  action by written  consent without a meeting shall,
by written  notice  addressed to the secretary and delivered to the  corporation
and signed by a shareholder  of record,  request that a record date be fixed for
such purpose.  The written notice shall contain at a minimum the information set
forth in paragraph  (2) below.  The board of directors  shall have ten (10) days
following  the date of receipt of the notice to  determine  the  validity of the
request.  Following  the  determination  of the  validity  of the  request,  and
(subject to  paragraph  (2) below) no later than ten (10) days after the date on
which such request is received by the  corporation,  the board of directors  may
fix a record  date for such  purpose,  which shall be no more than ten (10) days
after the date upon which the  resolution  fixing the record  date is adopted by
the board of  directors  and  shall not  precede  the date  such  resolution  is
adopted. If the board of directors fails within ten (10) days after the date the
corporation  receives  such  notice to fix a record date for such  purpose,  the
record date shall be the day on which the first written  consent is delivered to
the  corporation in the manner  described in Article VIII unless prior action by
the  board of  directors  is  required  under  the  General  Corporation  Law of
Delaware,  in which  event the record  date shall be at the close of business on
the day on which the board of directors adopts the resolution  taking such prior
action.

         (2) Any shareholder's notice required by this section (b) shall
describe each action that the shareholder proposes to take by written consent.
For each such proposal, the notice shall set forth (i) the text of the proposal
(including the text of any resolutions to be adopted by written consent and the
language of any proposed amendment to the bylaws of the corporation), (ii) the
reasons for soliciting consents for the proposal, (iii) any material

<PAGE>

interest in the proposal held by the  shareholder  and the beneficial  owner, if
any, on whose behalf the action is to be taken,  and (iv) any other  information
relating to the shareholder, the beneficial owner, or the proposal that would be
required to be  disclosed  in filings in  connection  with the  solicitation  of
proxies or consents  pursuant to Section 14 of the  Securities  Exchange Act and
the rules and  regulations  promulgated  thereunder.  To the extent the proposed
action by written consent  involves the election of directors,  the notice shall
set forth as to each person whom the shareholder proposes to elect as a director
the same  information  that would be required to be set forth in a shareholder's
notice of  nomination  pursuant to Article V. In addition  to the  foregoing,  a
shareholder's notice shall set forth as to the shareholder giving the notice and
the beneficial  owner,  if any, on whose behalf the notice is given (i) the name
and address of such shareholder as they appear on the  corporation's  books, and
the name and  address  of such  beneficial  owner,  (ii) the class and number of
shares of the  corporation  which are  owned  beneficially  and of record by the
shareholder and the beneficial owner, (iii) a description of all arrangements or
understandings  between the shareholder and any other person or persons relating
to the proposed action by written  consent,  (iv) a  representation  whether the
shareholder or the beneficial owner, if any, intends or is part of a group which
intends to deliver a proxy statement  and/or consent  solicitation  statement to
shareholders  either to  solicit  consents  or to  solicit  proxies  to  execute
consents,  or otherwise solicit proxies or consents from shareholders in support
of the  action to be taken by  written  consent,  and (v) any other  information
relating to the  shareholder  and beneficial  owner that would be required to be
disclosed in filings  required to be made in  connection  with  solicitation  of
proxies or  consents  relating  to the  proposed  action by consent  pursuant to
Section  14 of the  Securities  Exchange  Act  and  the  rules  and  regulations
promulgated thereunder. During the ten (10) day period following the date of the
receipt of the notice  required  under this  section (b),  the  corporation  may
require the shareholder of record and/or  beneficial  owner  requesting a record
date for proposed  shareholder  action by written  consent to furnish such other
information  as it may  reasonably  require to  determine  the  validity  of the
request for a record date.


<PAGE>



                                  ARTICLE XIII

                             The Board of Directors

         Qualifications. No director shall be elected or reelected who shall
have attained the age of seventy prior to or on the date of such election or
reelection, provided that this provision shall not apply to the nominee or
nominees of a third party if the corporation has entered into a written
agreement with the third party, the terms of which were authorized by the board
of directors, and the terms of said agreement require the board to appoint or
nominate a nominee or nominees of the third party. Any director who shall have
been an officer or employee of the corporation, including the chief executive
officer or president, shall tender his or her resignation as a director at the
same time he or she retires or resigns from his or her position as an officer or
employee of the corporation. Such resignation may be made conditional upon
acceptance by a majority of the board of directors.

         Number; Election. The board of directors shall consist of not less than
seven nor more than fifteen directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire board of directors. The directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire board of directors. At each annual meeting of
shareholders, successors to the class of directors whose terms expire at that
annual meeting shall be elected for three-year terms. If the number of directors
is changed, any increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly equal as
possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which that
director's term expires and until that director's successor shall be elected and
qualified, subject, however, to prior death, resignation, retirement,
disqualification or removal.

<PAGE>

         The board of directors shall elect a chairman of the board of directors
and may from time to time elect or appoint one or more vice chairmen of the
board of directors. The chairman of the board of directors and each vice
chairman shall be a member of the board of directors. The chairman of the board
of directors and each vice chairman shall hold such position until such person's
successor shall be elected or appointed and qualified, subject, however, to
prior death, resignation, retirement, disqualification or removal.

         Vacancies. If the office of any director becomes vacant at any time by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, or if any new directorship is created by any increase in the
authorized number of directors, a majority of the directors then in office,
although less than a quorum, or the sole remaining director, may choose a
successor or fill the newly created directorship, and the director so chosen
shall hold office, subject to the provisions of these bylaws, until the
expiration of the term of the class to which he or she has been assigned or
until a successor shall be duly elected and qualified. Notwithstanding the
foregoing, whenever the holder of any one or more classes or series of preferred
stock issued by the corporation shall have the right, voting separately by class
or series, to elect directors at an annual or special meeting of shareholders,
the election, term of office, voting powers and other attributes of such
directorships shall be governed by the resolutions of the board of directors or
the provisions of the certificate of incorporation creating that class or
series, and such directors so elected shall not be divided into classes pursuant
to this Article XIII unless expressly provided by such resolutions or such
provisions of the certificate of incorporation. The continuing directors may act
notwithstanding any vacancy in the board and all acts done by the board of
directors or by any director shall be valid notwithstanding any defects in the
election or qualification of any such director.

         Resignations. Any director may resign by giving written notice to the
chairman of the board of directors, the chief executive officer or the
secretary. Such resignation shall take effect at the time stated therein, or if
no time be so stated then upon its delivery, and without in either case the
necessity of its being accepted unless the resignation shall so state. When one
or more directors shall resign from the board, effective at a future date, a
majority

<PAGE>

of the  directors  then in  office  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.

         Removal. Notwithstanding any other provisions of these bylaws (and
notwithstanding the fact that some lesser percentage may be specified by law),
any director or the entire board of directors of the corporation may be removed
at any time, but only for cause, by the holders of a majority of the shares then
entitled to vote at an election of directors. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of any one or more
series of preferred stock shall have the right, voting separately as a class, to
elect one or more directors of the corporation, the provisions of this paragraph
shall not apply with respect to the director or directors elected by such
holders of preferred stock.

         Except where a right to receive compensation shall be expressly
provided in a duly authorized written agreement, plan or program (including
without limitation pursuant to the provisions of any stock option plan of the
corporation or any of its subsidiaries), no director resigning or that has been
removed, shall have any right to any compensation as such director for any
period following resignation or removal, or any right to damages on account of
such removal, whether such compensation is to be by the month or by the year or
otherwise.


                                   ARTICLE XIV

                        Powers of the Board of Directors

         The business and affairs of the corporation shall be managed by or
under the direction of the board of directors, except as may otherwise be
provided by law, by the certificate of incorporation or by these bylaws.


<PAGE>


                                   ARTICLE XV

                       Meetings of the Board of Directors

         The board of directors may hold meetings and have one or more offices
and keep the books of the corporation within or without the State of Delaware in
such place or places as may from time to time be determined by a majority of the
entire board of directors. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the board
of directors may be held without call or formal notice immediately after and at
the same place as the annual meeting of the shareholders, or any special meeting
of the shareholders at which a board of directors is elected.

         Special meetings of the board of directors may be held at any place
either within or without the State of Delaware at any time when called by a
majority of the board of directors, the chairman of the board of directors, the
president, treasurer or secretary, reasonable notice of the time and place
thereof being given to each director. A waiver of such notice in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent to such notice. Notice of a
meeting need not be given to any director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to such
director. In any case it shall be deemed sufficient notice to the directors to
send notice in writing (which may include electronic facsimile), at least
twenty-four hours before the meeting, to them at their usual or last known
business or residence addresses. With respect to any meeting of the board of
directors other than a regularly scheduled meeting, reasonable efforts shall be
made also to give notice by telephone at least twenty-four hours before the
meeting and, upon request of any director, reasonable efforts shall be made to
enable such director to participate in the meeting by

<PAGE>

telephone.  Neither  notice of meeting  nor waiver of notice  need  specify  the
purposes of a meeting.

         A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place. No notice of any
adjourned meeting of the board of directors shall be required.

         Except as may be otherwise provided by law, the certificate of
incorporation or these bylaws, when a quorum is present at any meeting the vote
of a majority of the directors present shall be the act of the board of
directors.

         Members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board or such committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other or by any
other means permitted by law. Such participation shall constitute presence in
person at such meeting.

         Interested Directors and Officers. No contract or transaction between
the corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of the corporation's directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if (1) the material facts as to the director's
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board or committee
in good faith authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum, (2) the material facts as to the director's
relationship or interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the

<PAGE>

shareholders,  or (3) the contract or transaction is fair as to the  corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  board  of
directors, a committee thereof, or the shareholders. Interested directors may be
counted in  determining  the  presence  of a quorum at a meeting of the board of
directors or of a committee, which authorizes the contract or transaction.

                                   ARTICLE XVI

                        Quorum of the Board of Directors

         Except as otherwise required by law, the certificate of incorporation
or these bylaws, a majority of the entire board of directors shall constitute a
quorum for the transaction of all business.


                                  ARTICLE XVII

                      Committees of the Board of Directors

         There shall be four standing committees of the board of directors,
identified as the Audit Committee, the Finance Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee. In addition,
the board of directors may, pursuant to the procedures hereinafter outlined in
this Article XVII, from time to time create such additional committees, as it
may deem necessary or appropriate.

         The board of directors may, by resolution adopted by a majority of the
board of directors, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of three or
more of the directors; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee; and (c) determine the extent to which each such
committee shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, including the
power to authorize the seal of the corporation to be affixed to all papers which
may require it; excepting, however, such powers which by law, the certificate of

<PAGE>


incorporation or these bylaws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting 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. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these bylaws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors if requested.

         Vacancies on the committees of the board of directors may be filled by
the board of directors by resolution adopted by a majority of the board at any
meeting of the board.

                                  ARTICLE XVIII

                               The Audit Committee

         The audit committee shall consist of at least three members of the
board of directors, as the board shall from time to time determine, no one of
whom shall be an employee of the corporation. The members and the chairman of
the audit committee shall be elected annually by resolution passed by a majority
of the board of directors at its first meeting following the annual meeting of
shareholders or at any other time. The members shall hold office until the first
meeting of the board of directors following the next annual meeting of the
shareholders and until their successors are respectively elected and qualified
or until their earlier resignation, removal or death.

         The audit committee may at its discretion meet in executive session
without the chief executive officer or chief financial officer and shall so meet
at least once each calendar year with the corporation's independent auditor.

<PAGE>

         Meetings of the audit committee shall be held at such times as may be
requested by the chief executive officer or the chairman of the committee.
Reasonable notice of all meetings shall be given by the secretary. Two members
shall constitute a quorum of the audit committee. A majority of the committee in
attendance shall decide any question brought before any meeting of the
committee.

                                   ARTICLE XIX

                              The Finance Committee

         The finance committee shall consist of at least three members of the
board of directors as the board shall from time to time determine, no one of
whom shall be an employee of the corporation. The members and the chairman of
the finance committee shall be elected annually by resolution passed by a
majority of the board of directors at its first meeting following the annual
meeting of shareholders or at any other time. The members shall hold office
until the first meeting of the board of directors following the next annual
meeting of the shareholders and until their successors are respectively elected
and qualified or until their earlier resignation, removal or death.

         Meetings of the finance committee shall be held at such times as may be
requested by the chief executive officer or the chairman of the committee.
Reasonable notice of all meetings shall be given by the secretary. Two members
shall constitute a quorum of the finance committee. A majority of the committee
in attendance shall decide any question brought before any meeting of the
committee.

<PAGE>


                                   ARTICLE XX

                           The Compensation Committee


         The compensation committee shall consist of at least three members of
the board of directors, as the board shall from time to time determine, no one
of whom shall be an employee of the corporation. The members and the chairman of
the compensation committee shall be elected annually by resolution passed by a
majority of the board of directors at its first meeting following the annual
meeting of shareholders or at any other time. The members shall hold office
until the first meeting of the board of directors following the next annual
meeting of the shareholders and until their successors are respectively elected
and qualified or until their earlier resignation, removal or death.



         Meetings of the compensation committee shall be held at such times as
may be requested by the chief executive officer or the chairman of the
committee. Reasonable notice of all meetings shall be given by the secretary of
the corporation. Two members shall constitute a quorum of the compensation
committee. A majority of the committee in attendance shall decide any question
brought before any meeting of the committee.

                                   ARTICLE XXI

                The Nominating and Corporate Governance Committee


         The nominating and corporate governance committee shall consist of at
least three members of the board of directors, as the board shall from time to
time determine, no one of whom shall be an employee of the corporation. The
members and the chairman of the nominating and corporate governance committee
shall be elected annually by resolution passed by a majority of the board of
directors at its first meeting following the annual meeting of shareholders or
at any other time. The members shall hold office until the first meeting of the
board of directors following the next annual meeting of the shareholders and

<PAGE>


until their successors are respectively elected and qualified or until their
earlier resignation, removal or death.


         Meetings of the nominating and corporate governance committee shall be
held at such times as may be requested by the chief executive officer or the
chairman of the committee. Reasonable notice of all meetings shall be given by
the secretary of the corporation. Two members shall constitute a quorum of the
nominating and corporate governance committee. A majority of the committee in
attendance shall decide any question brought before any meeting of the
committee.


                                  ARTICLE XXII

                              Delegation of Powers

         In addition to the provisions of Article XVII of these bylaws, and to
the extent permitted by applicable law, the board of directors may from time to
time delegate any of its powers to officers, attorneys or agents of the
corporation subject to such regulations and limitations as may be imposed by the
board.


                                  ARTICLE XXIII

                            Action Without a Meeting

         Any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a meeting,
if consent thereto in writing is given by all members of the board or of such
committee, as the case may be, and the writing or writings constituting such
consent are filed with the minutes of the proceedings of the board or such
committee. Such written consent shall be treated for all purposes as the act of
the board of directors or of such committee, as the case may be.

<PAGE>

                                  ARTICLE XXIV

                       Statement of Assets and Liabilities

         At the annual meetings and at any other time when required by the
shareholders, the board of directors shall present a statement of the assets and
liabilities of the corporation and of the condition of the corporation's
affairs.


                                   ARTICLE XXV

                                    Officers

         The board of directors shall elect a chief executive officer of the
corporation and, in its discretion, a president and one or more vice presidents.
The board of directors or the chief executive officer may from time to time
elect or appoint such other officers and agents with such powers and duties as
the board or the chief executive officer may designate. If the chief executive
officer appoints an officer, the powers conferred on such officer shall not be
inconsistent with the powers delegated herein. Officers shall be elected or
appointed, and any designations to the titles of such officers shall be fixed
annually by the board of directors at its first meeting following the annual
meeting of shareholders or at any other time. The chief executive officer of the
corporation shall be a member of the board of directors and shall serve as its
chairman, unless the board of directors elects another member as its chairman.
Any two or more offices may be held by the same person. The officers shall hold
office until the first meeting of the board of directors following the next
annual meeting of the shareholders and until their successors are respectively
elected or appointed and qualified, unless a shorter period shall have been
specified by the terms of their election or appointment, or until their earlier
resignation, retirement, removal or death. Subject to law and to the provisions
of these bylaws, each officer shall have such duties and powers as are
prescribed by law or these bylaws and as are commonly incident to the office and
such additional duties and powers as the board of directors or the chief
executive officer may from time to time designate.

<PAGE>

                                  ARTICLE XXVI

                      Resignations and Removals of Officers

         Any officer may resign by giving written notice to the board of
directors, the chief executive officer or the secretary. Such resignation shall
take effect at the time stated therein, or if no time be so stated then upon its
delivery, and without in either case the necessity of its being accepted unless
the resignation shall so state.

         The board of directors may by a majority vote remove from office any
officer of the corporation, either with or without cause. The board of directors
may at any time terminate or modify the authority of any agent. The chief
executive officer may remove with or without cause any officer or agent
appointed by the chief executive officer.

         No officer resigning, and (except where a right to receive compensation
shall be expressly provided in a duly authorized written agreement) no officer
removed, shall have any right to any compensation as such officer for any period
following resignation or removal, or any right to damages on account of such
removal, whether such compensation be by the month or by the year or otherwise.

                                  ARTICLE XXVII

                                    Vacancies

         Any vacancy occurring in any office may be filled by the directors at
any meeting of the board of directors or, if the office is not the chief
executive officer, president or a vice president, by the chief executive
officer, and the officers so chosen shall hold office for the unexpired term in
respect of which the vacancy occurred and until their successors shall be duly
elected or appointed and qualified unless sooner displaced.

<PAGE>

                                 ARTICLE XXVIII

                        Inspection of Accounts and Books

         No account or book of the corporation shall be open to the inspection
of any shareholder (except as provided by the laws of Delaware) unless such
inspection in any case shall have been authorized by a resolution of a majority
of the entire board of directors who shall be the sole judges as to whether any
such inspection shall be allowed, and the shareholders' rights in this respect
are and shall be restricted and limited accordingly.

                                  ARTICLE XXIX

                                 Indemnification

     (a) Each  person who was or is made a party or is  threatened  to be made a
party to or is  involved  in any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact  that he or she or a person  of whom he or she is the  legal
representative  is or was a director,  officer or employee of the corporation or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation or partnership, joint venture, trust or
other  enterprise,  including  service  with respect to employee  benefit  plans
maintained  or  sponsored  by  the  corporation,  whether  the  basis  for  such
proceeding is alleged action or inaction in an official  capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
corporation to the fullest extent  authorized by the General  Corporation Law of
the State of Delaware as the same exists or may  hereafter be amended  (but,  in
the case of any such amendment,  only to the extent that such amendment  permits
the  corporation  to  provide  broader  indemnification  rights  than  said  law
permitted  the  corporation  prior  to such  amendment),  against  all  expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes or
penalties and amounts paid or to be repaid in settlement) reasonably incurred or
suffered by such person in connection therewith and such  indemnification  shall

<PAGE>

continue  as to a person who has ceased to be a director,  officer,  employee or
agent  and  shall  inure to the  benefit  of his or her  heirs,  executives  and
administrators;  provided,  however,  that except as provided in  paragraph  (c)
below, the corporation  shall indemnify any such person seeking  indemnification
in connection with a proceeding (or part thereof)  initiated by such person only
if such  proceeding  (or part thereof) was authorized by the board of directors.
The right to  indemnification  conferred in this bylaw shall be a contract right
and shall include the right to be paid by the corporation the expenses  incurred
in defending such proceeding in advance of its final disposition,  such advances
to be  paid  by  the  corporation  within  20  days  after  the  receipt  by the
corporation  of a statement  or  statements  from the claimant  requesting  such
advance or advances from time to time;  provided,  however,  that if the General
Corporation Law of the State of Delaware requires,  the payment of such expenses
incurred  by a  director,  officer  or  employee  in his or  her  capacity  as a
director,  officer,  or employee (and not in any other capacity in which service
was or is  rendered  by such  person  while a  director,  officer  or  employee,
including without limitation, service to an employee benefit plan) in advance of
the final  disposition of a proceeding,  shall be made only upon delivery to the
corporation  of an  undertaking  by or on behalf of such  director,  officer  or
employee,  to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this bylaw
or otherwise.
     (b) To obtain  indemnification under this Bylaw, a claimant shall submit to
the  secretary  of the  corporation  a written  request,  including  therein  or
therewith such  documentation and information as is reasonably  available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification.  Upon written request by a claimant for
indemnification   pursuant  to  the  first   sentence  of  this   paragraph,   a
determination,  if required by applicable  law,  with respect to the  claimant's
entitlement thereto shall be made as follows:  (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made by
the claimant for a  determination  by Independent  Counsel,  (i) by the board of
directors by a majority vote of a quorum  consisting of Disinterested  Directors
(as  hereinafter  defined),  or (ii)  if a  quorum  of the  board  of  directors
consisting of Disinterested  Directors is not obtainable or, even if obtainable,
such quorum of Disinterested  Directors so directs,  by Independent Counsel in a
written opinion to the board of directors, a copy of which shall be delivered to
the claimant,

<PAGE>

or (iii) if a quorum of Disinterested  Directors so directs, by the shareholders
of  the  corporation.   In  the  event  the   determination  of  entitlement  to
indemnification  is to be made by  Independent  Counsel  at the  request  of the
claimant,  the  Independent  Counsel shall be selected by the board of directors
unless  there  shall have  occurred  within  two years  prior to the date of the
commencement  of the action,  suit or proceeding  for which  indemnification  is
claimed a "change of  control" as that term is defined in The  Gillette  Company
1971 Stock Option Plan, as amended, in existence prior to the change of control,
in which case the Independent Counsel shall be chosen by the claimant unless the
claimant  requests that such selection be made by the board of directors.  If it
is so determined  that the claimant is entitled to  indemnification,  payment to
the claimant shall be made within 10 days after such determination.
     (c) If a claim under  paragraph (a) is not paid in full by the  corporation
within 30 days after written  claim  pursuant to paragraph (b) of this bylaw has
been received by the secretary of the corporation,  the claimant may at any time
thereafter  bring suit against the  corporation  to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting  such claim. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the  required  undertaking,  if  any  is  required,  has  been  tendered  to the
corporation)  that the claimant has not met the standard of conduct  which makes
it permissible  under the General  Corporation  Law of the State of Delaware for
the corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation.  Neither the failure of the
corporation   (including  its  board  of  directors,   Independent   Counsel  or
shareholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the  corporation  (including  its board of  directors,  Independent  Counsel  or
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

<PAGE>

     (d) If a  determination  shall have been made  pursuant to paragraph (b) of
this bylaw that the  claimant is entitled to  indemnification,  the  corporation
shall  be bound  by such  determination  in any  judicial  proceeding  commenced
pursuant to paragraph (c) of this bylaw.
     (e) The  corporation  shall be  precluded  from  asserting  in any judicial
proceeding commenced pursuant to paragraph (c) of this bylaw that the procedures
and presumptions of this bylaw are not valid,  binding and enforceable and shall
stipulate in such proceeding that the corporation is bound by all the provisions
of this bylaw.
     (f) The right to  indemnification  and the payment of expenses  incurred in
defending a  proceeding  in advance of its final  disposition  conferred in this
bylaw  shall not be  exclusive  of any other  right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   certificate  of
incorporation,   bylaws,   agreement,  vote  of  shareholders  or  disinterested
directors or otherwise. No repeal or modification of this bylaw shall in any way
diminish or adversely  affect the rights of any director,  officer,  employee or
agent of the  corporation  hereunder  in  respect  of any  occurrence  or matter
arising prior to any such repeal or modification.
     (g) The  corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the General  Corporation Law of the State of Delaware.  To the extent that
the corporation maintains any policy or policies providing such insurance,  each
such  director  or officer,  and each such agent or employee to which  rights to
indemnification  have been granted as provided in  paragraph  (h) of this bylaw,
shall be covered by such  policy or  policies  in  accordance  with its or their
terms to the maximum  extent of the coverage  thereunder  for any such director,
officer, employee or agent.
     (h) The corporation may, to the extent  authorized from time to time by the
board of directors,  grant rights to  indemnification,  and rights to be paid by
the corporation the expenses  incurred in defending any proceeding in advance of
its final disposition,  to any agent of the corporation to the fullest extent of
the provisions of this bylaw with respect to the indemnification and advancement
of expenses of directors, officers and employees of the corporation.

<PAGE>

     (i) If any  provision  or  provisions  of this  bylaw  shall  be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (1) the validity,
legality  and   enforceability  of  the  remaining   provisions  of  this  bylaw
(including,  without  limitation,  each  portion of any  paragraph of this bylaw
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired  thereby;  and (2) to the fullest extent  possible,  the
provisions of this bylaw (including,  without  limitation,  each such portion of
any paragraph of this bylaw  containing  any such  provision held to be invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
    (j) For purposes of this bylaw:
                  (1) "disinterested director" means a director of the
           corporation who is not and was not a party to the matter in respect
           of which indemnification is sought by the claimant.
                  (2) "Independent Counsel" means a law firm, a member of a law
           firm, or an independent practitioner, that is experienced in matters
           of corporation law and shall include any person who, under the
           applicable standards of professional conduct then prevailing, would
           not have a conflict of interest in representing either the
           corporation or the claimant in an action to determine the claimant's
           rights under this bylaw.
     (k) Any notice, request, or other communication required or permitted to be
given to the  corporation  under  this  bylaw  shall be in  writing  and  either
delivered  in person or sent by telecopy,  telex,  telegram,  overnight  mail or
courier  service,  or certified or  registered  mail,  postage  prepaid,  return
receipt  requested,  to the secretary of the  corporation and shall be effective
only upon receipt by the secretary.

<PAGE>



                                   ARTICLE XXX

                                      Seal

         The common seal of the corporation shall be circular in form with the
name of the corporation around the periphery and the words and figures
"Incorporated 1917 Delaware" within.

                                   ARTICLE XXXI

                               Execution of Papers

         Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, agreements, debentures, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation shall be signed
in the name and on behalf of the corporation by the chairman of the board of
directors or by any vice chairman of the board of directors, president or vice
president, or by the treasurer or any assistant treasurer or secretary or any
assistant secretary, and the signature of any such officer may be facsimile and
in case any such officer who shall have signed, or whose facsimile signature
shall have been used on any debenture, note or other document shall cease to be
such officer of the corporation, whether because of death, resignation, or
otherwise, before such debenture, note or other document shall have been
delivered by the corporation, such debenture, note or other document may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed such debenture, note or other document or whose facsimile
signature shall have been used thereon had not ceased to be such officer and the
delivery of any such debenture, note or other document shall be deemed the
adoption thereof by the corporation.


<PAGE>



                                 ARTICLE XXXII

                                   Amendments

         Except as otherwise provided in the certificate of incorporation, the
foregoing bylaws may be altered or amended by the shareholders or by a majority
of the board of directors at any regular meeting or at any special meeting duly
called for that purpose.