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                         DELMARVA POWER & LIGHT COMPANY

                                    BY-LAWS

                                   ARTICLE I
                                    Offices

     Section 1.  The principal office of the Company in the State of Delaware
shall be at 800 King Street in the City of Wilmington and County of New Castle.
The Company may also have offices at such other places as the Board of Directors
may from time to time determine.

                                   ARTICLE II
                            Meetings of Stockholders

     Section 1. The Annual Meeting of the stockholders of the Company shall be
held for the purpose of electing directors and for the transaction of only such
business as is properly brought before the meeting in accordance with the By-
Laws. The Annual Meeting shall take place at such time and location as
determined by resolution of the Board of Directors on the last Thursday of May
in each year, unless such day is a legal holiday, in which case it shall be held
on the first day thereafter which is not a legal holiday, and on any subsequent
day or days to which such meeting may be adjourned. In case the Annual Meeting
of Stockholders should not be held on the day fixed therefor, or should be
finally adjourned without completing the election of directors, such election
may be held subsequently at a special stockholders' meeting, called as
hereinafter provided. The time and place for said annual meeting shall be set at
least sixty (60) days prior to the date of each annual meeting. A notice of the
time and place shall be given to each stockholder entitled to vote at least
twenty (20) days before the date of the meeting, in person or by letter mailed
to his last known post office address.

  To be properly brought before the Annual Meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, or (b) otherwise properly brought before the meeting
by or at the direction of the Board, or (c) otherwise properly brought before
the meeting by a stockholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely  notice thereof in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the Company, not
less than fifty (50) days nor more than seventy-five (75) days prior to the
meeting; provided, however, that in the event that less than sixty-five (65)
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the fifteenth (15th) day following the
day on which such notice of the date of the Annual Meeting was mailed or such
public disclosure was made, whichever first occurs. A stockholder's notice to
the secretary shall set forth as to each matter the stockholder proposes to
bring before the Annual Meeting (i) 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, (ii) the name and record address of the
stockholder proposing such 
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business, (iii) the class and number of shares of the Company which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business.

     No business shall be conducted at the Annual Meeting except in accordance
with the procedures set forth in this Article II, provided, however, that
nothing in this Article II shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting.

     The Chairman/Chairwoman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the foregoing procedures, and if he/she
should so determine, he/she shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

     Section 2. 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 stockholders, successors to the
class of directors whose term expires at the Annual Meeting shall be elected for
a three-year term. 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 as possible, 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 his or her term
expires and until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

     Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for election
to the Board of Directors of the Company may be made at a meeting of
stockholders by the Board of Directors, at the direction of the Board by any
nominating committee or person appointed by the Board, or by any stockholder of
the Company entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 2. Such
nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Company not less than fifty (50) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than sixty-five (65) days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made, whichever
first occurs. Such stockholder's notice to the Secretary shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the Company
which are beneficially owned by the person and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to Rule 14A under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder giving the
notice (i) the name and 
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record address of such stockholder and (ii) the class and number of shares of
capital stock of the Company which are beneficially owned by such stockholder.
The Company may require any proposed nominee to furnish such other information
as may reasonably be required by the Company to determine the eligibility of
such proposed nominee to serve as a director of the Company. No person shall be
eligible for election as a director of the Company unless nominated in
accordance with the procedures set forth herein.

     The Chairman/Chairwoman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure and if he/she should so determine,
he/she shall so declare to the meeting and the defective nomination shall be
disregarded.

     Section 3. At each Annual Meeting of the stockholders of the Company,
independent public accountants shall be appointed by vote of the holders of
shares of the Common Stock, to audit the accounts and records of the Company and
its subsidiaries and to report on the financial statements for the current
fiscal year.

     Section 4. At least ten (10) days before every election a complete list of
stockholders entitled to vote, arranged in alphabetical order, shall be prepared
and shall be open at the place where said election is to be held and at the
Company's principal place of business for said ten (10) days to the inspection
of any stockholder, and shall be produced and kept at the time and place of
election during the whole time thereof and subject to the inspection of any
stockholder who may be present.

     Section 5. Except as otherwise required by law, a representation of at
least a majority of the outstanding capital stock of the Company issued and
entitled to vote shall constitute a quorum requisite for the transaction of
business at all meetings of the stockholders; less than such quorum, however,
shall have power to adjourn any meeting from time to time without notice.

     Section 6. Each stockholder of record having the right to vote at meetings
shall be entitled to one vote for each share of stock standing in his name upon
the books of the Company, to be voted by the stockholder in person, or by duly
authorized proxy or attorney. The record date for determining stockholders
entitled to vote shall be fixed under the provisions of Section 3 of Article XVI
hereof, provided that if the transfer books are not closed and no record date is
fixed, the date on which the notice of the meeting is given, as provided for in
Section 9 of this Article II, shall be the record date for determining
stockholders entitled to vote. No authority as proxy or attorney shall be valid
unless executed in writing and dated not more than eleven (11) months prior to
the meeting at which it is to be used, except as otherwise provided by law.

     Section 7. All questions shall be decided by vote of a majority of the
stock present or represented and entitled to vote, unless otherwise especially
provided by law.

     Section 8. Special meetings of the stockholders may be held outside the
State of Delaware and may be called by the Chairman/Chairwoman, the President,
or the Board of Directors.

     Section 9. In addition to any notice which may be required by law, notice
of the Annual Meeting for the election of directors and of all special meetings
of the stockholders shall be given by delivering or sending by mail written or
printed notice thereof, stating the object of such meeting, to each stockholder
appearing as such on the books of the Company and entitled to vote at such
meeting, and in case of mailing, at the address given 
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on such books, at least ten (10) days prior to an annual meeting or a special
meeting; but meetings may be held without notice if all stockholders are present
in person or represented by proxy or if notice is waived, whether before or
after the time stated therein, by those not present in person or represented by
proxy. Except as required by statute, no notice need be given of any adjourned
meeting of stockholders.

     Section 10. At each meeting of the stockholders the polls shall be opened
and closed and the proxies and ballots shall be received and taken in charge of
and all questions touching on the qualifications of voters and the validity of
proxies and the acceptance and rejection of votes shall be decided by two (2)
Inspectors of Election. The Inspectors of Election shall also, if so directed by
the presiding officer of the meeting, decide and report upon the presence of a
quorum. Such Inspectors of Election shall be appointed by the Board of Directors
before or at the meeting, and if no such appointment shall have been made, then
by the presiding officer of the meeting. If for any reason any of the Inspectors
of Election previously appointed shall fail to attend or refuse or be unable to
serve, Inspectors of Election in place of any so failing to attend or refusing
or unable to serve shall be appointed either by the Board of Directors or by the
presiding officer of the meeting. No Inspector of Election shall enter on the
duties of his office or appointment until he takes and subscribes an oath or
affirmation before some person qualified by law to administer oaths that he will
faithfully, honestly, and impartially perform his duties as an Inspector of
Election to the best of this skill and ability.

     Section 11. Article 14.1 of the Virginia Stock Corporation Act does not
apply to acquisitions of shares of stock of the Company.

                                  ARTICLE III
                             Directors and Officers

     Section 1. The business and affairs of the Company shall be managed under
the direction of a Board of Directors consisting of not less than three (3) nor
more than fifteen (15) directors, the exact number of directors to be determined
from time to time by resolution adopted by the affirmative vote of a majority of
the directors then in office or two-thirds of the shares, represented by proxy
or in person, entitled to vote and a meeting at which a quorum is present.

     Section 2. Any director of the Company may resign at any time by giving
written notice to the President or the Secretary of the Company. Such
resignation shall take effect at the time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     Section 3. The officers shall be a Chairman/Chairwoman of the Board, a
President, one or more Vice Presidents, a Secretary and one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers, one or more
Comptrollers and one or more Assistant Comptrollers, and such other officers as
the Board of Directors may from time to time deem necessary. One person may hold
more than one office, except that the same person shall not be President and a
Vice President, or President and Secretary, or President and Treasurer.
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                                   ARTICLE IV
                         Powers and Duties of Directors

     Section 1. The Board of Directors shall choose the Chairman/Chairwoman of
the Board and the President from among their number. Vacancies in the Board,
except those caused by an increase in the number of directors authorized by more
than two (2), may be filled by a majority of the then members of the Board of
Directors, though less than a quorum.

     Section 2. The Board of Directors shall elect the Vice Presidents, a
Secretary, a Treasurer, one or more Comptrollers, one or more Assistant
Secretaries, one or more Assistant Treasurers, and one or more Assistant
Comptrollers and shall have the power to constitute and appoint such other
officers as may be found necessary and the interests of the Company may require
and to fix, or delegate the power to fix, the compensation and define the duties
of all such officers.

     Section 3. All the officers of the Company shall be subject to the orders
of the Board and may be removed by the Board at discretion.

     Section 4. The Board of Directors may appoint from among its members an
Executive Committee by vote of a majority of the number of the directors fixed
by these By-Laws. A majority of the Committee shall be necessary to constitute a
quorum for the transaction of business. Regular meetings of the Committee may be
held on such days, and at such time as may be determined by a majority vote of
its members. Additional meetings shall be held as the Chairman/Chairwoman of the
Committee, or any two (2) members thereof shall from time to time call. Except
as otherwise provided by law, the  Committee shall have power to consider and
decide upon all questions concerning the management and the affairs of the
Company, including all proposed liabilities, expenditures and contracts,
together with such other business as may be submitted to it from time to time by
the officers of the Company between meetings of the Board of Directors, and such
business shall be finally disposed of by the Committee; provided, however, that
the Committee shall preserve minutes of its meetings, which shall be submitted
to the Board of Directors at its regular meetings; and provided that the
Committee shall have no power or authority to amend the Certificate of
Incorporation or By-Laws, to adopt an agreement of merger, exchange or
consolidation, to sell, lease, pledge or exchange all or substantially all of
the Company's assets, to adopt or revoke a plan of dissolution, or, unless the
Board expressly so provides by resolutions, to declare a dividend or issue
stock.

                                   ARTICLE V
                             Meetings of Directors

     Section 1. The Board of Directors shall at the next regular meeting
following the Annual Meeting of the stockholders, or at a special meeting called
for that purpose, elect and appoint officers to serve for the ensuing year, and
may transact such other business as may properly come before the meeting.

     Section 2. All other regular meetings of the Board of Directors shall be
held at such time and place as shall be from time to time determined by
resolution of the Board of Directors. Notice shall not be required of any
regular meeting of the Board of Directors.
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     Section 3. Special meetings of the Board of Directors may be held at any
place upon the call of the Chairman/Chairwoman of the Board or the President.
The Secretary shall also call such meetings on written request of two (2)
directors.

     Section 4. Any meeting of the Board of Directors may be held outside of the
State of Delaware.

     Section 5. A written or printed notice of all special meetings of the Board
of Directors, delivered personally or mailed or telegraphed on or before the
second day preceding the date of meeting, addressed to a director at his/her
usual place of residence or such other place as he/she may designate, shall be
sufficient notice of such meetings. No notice shall be required to any director
who shall be personally present at any meeting or who shall waive notice,
whether before or after the time stated therein. A meeting may be held at any
time when all of the Directors are present.

     Section 6. A quorum of the Board competent to transact business shall
consist of the smallest number of directors necessary to constitute a majority
of the full Board. Less than a quorum may adjourn from time to time without
notice.

     Section 7. All questions shall be decided by vote of a majority of the
Directors present, unless otherwise specifically provided by law or by these By-
Laws. The yeas and nays on any question shall be taken and recorded on the
minutes at the request of any Director.

                                   ARTICLE VI
                        Chairman/Chairwoman of the Board

     Section 1. The Chairman/Chairwoman of the Board shall, when present,
preside at all meetings of the Directors and of the stockholders. He/She shall
also generally have the power and perform the duties which by law and general
usage appertain to the office. He/She shall be the chief executive officer of
the Company and have charge of its business and affairs when so designated by
resolution of the Board of Directors.

                                  ARTICLE VII
                                   President

     Section 1. The President shall be the chief operating officer of the
Company and shall direct the ordinary business operations of the Company. He/She
shall also be the chief executive officer of the Company and have charge of its
business and affairs unless the Board of Directors has by resolution designated
the Chairman/Chairwoman of the Board to be chief executive officer. He/She
shall, when present, in the absence of the Chairman/ Chairwoman of the Board,
preside at all meetings of the Directors and of the stockholders. He/She shall
affix the corporate seal of the Company to instruments required by law, these 
By-Laws, or by resolution of the Board of Directors to have the seal affixed by
the President. He/She shall sign certificates of stock and obligations, and
shall execute contracts and other instruments in behalf of the corporation
except as otherwise provided for by the Board of Directors. The President shall
also generally have the powers and perform the duties which by law and general
usage appertain to the office. He/She shall employ, or delegate the power to
employ, such agents, managers and employees as may be
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necessary and the interest of the Company may require and shall fix, or delegate
the power to fix, the compensation and define, or delegate the power to define,
the duties of all such agents, managers and employees.

                                  ARTICLE VIII
                                 Vice President

     Section 1. A Vice President shall in the absence or disability or at the
request of the President, perform the duties of the President, and perform such
other duties as shall, from time to time, be imposed upon him/her by the Board.
The performance of any such duty by a Vice President shall be conclusive
evidence of his/her right to act.

                                   ARTICLE IX
                                   Secretary

     Section 1. The Secretary shall keep, in proper books provided for that
purpose, a record of all meetings and proceedings of the Board of Directors, and
also the minutes of the stockholders' meetings. He/She shall record all votes of
the corporation. He/She shall carefully preserve and keep in his custody in the
office of the Company all letters, contracts, leases, assignments, deeds and
other instruments in writing and documents not properly belonging to the office
of the Treasurer; shall attend to such correspondence of the Company as the
Board of Directors shall direct, and shall perform such other duties as he/she
may be charged with by the Board of Directors or by law or as by general usage
appertain to his/her office.

                                   ARTICLE X
                             Assistant Secretaries

     Section 1. An Assistant Secretary shall, in the absence or disability or at
the request of the Secretary, perform the duties of the Secretary, and perform
such other duties as shall, from time to time, be imposed upon him/her by the
Board. The performance of any such duty by an Assistant Secretary shall be
conclusive evidence of his/her right to act.

                                   ARTICLE XI
                                   Treasurer

     Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's funds.
He/She shall have full authority to receive and give receipts for all money due
and payable to the Company from any source whatever, and to endorse checks,
drafts and warrants in its name and on its behalf, and to give full discharge
for the same. He/She shall sign all certificates of stock, checks, notes and
drafts, except as otherwise provided for by the Board of Directors. He/She shall
also affix the seal of the Company to all certificates of stock and other
instruments of writing required or directed by law, these By-Laws, or by
resolution of the Board of Directors to have the seal affixed by him/her. He/She
shall also perform such other duties as he/she may be charged with by the Board
or Directors or by law or as by general usage appertain to his/her office.
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     Section 2. The Treasurer shall execute, if required by the Board, a bond in
the penalty fixed by the Board, with such surety as the Board may approve,
conditioned for the delivery to the President, or according to the order of the
Board, in case of his/her (Treasurer's) decease, resignation or discharge, of
all moneys, bonds, evidences of debt, vouchers, accounts, books, writings, and
papers belonging to the Company, received by him/her or in his/her possession,
charge or custody, and for the faithful performance of all duties of his/her
office.

                                  ARTICLE XII
                              Assistant Treasurer

     Section 1. An Assistant Treasurer shall, in the absence or disability or at
the request of the Treasurer, perform the duties of the Treasurer and perform
such other duties as shall, from time to time, be imposed upon him/her by the
Board. The performance of any such duty shall be conclusive evidence of his/her
right to act. He/She shall execute, if required by the Board, a bond in the same
manner as the Treasurer, as provided in Section 2, Article XI, of these By-Laws.

                                  ARTICLE XIII
                                  Comptroller

     Section 1. The Comptroller shall be the chief accounting officer of the
Company. He/She shall cause to be kept full and accurate books and accounts of
all assets, liabilities and transactions of the Company. He/She shall develop
and establish systems and procedures to maintain internal controls, to report on
operations, and to provide financial statements. The Comptroller shall also
perform such other duties as he/she may be charged with by the Board of
Directors or by law or as by general usage appertain to his/her office.

                                  ARTICLE XIV
                             Assistant Comptroller

     Section 1. An Assistant Comptroller shall, in the absence or disability or
at the request of the Comptroller, perform the duties of the Comptroller and
perform such other duties as shall from time to time be imposed upon him/her by
the Board. The performance of any such duty shall be conclusive evidence of
his/her right to act.

                                   ARTICLE XV
                                 Corporate Seal

     Section 1. The Company shall have a corporate seal, which shall be circular
in form, with the name of the Company on the circumference, and "Delaware" in
the center.

                                  ARTICLE XVI
                   Certificates of Stock and Transfer Thereof

     Section 1. Each stockholder of the Company shall be entitled to receive a
certificate of the number of shares standing to his, her or their credit on the
books of the Company, which certificate shall be signed by the President or a
Vice President or other officer designated by the Board of Directors,
countersigned by the Treasurer or an 
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Assistant Treasurer and sealed with the common seal of the Company. The
signature, countersignature and seal, or any of them, required by this Section,
may be executed in facsimile, engraved or printed, if the certificate of stock
is countersigned by a transfer agent or registered by a registrar appointed by
the Board of Directors which shall not be the Company or an employee of the
Company. In case any such officer, who has signed or countersigned or whose
facsimile signature or countersignature has been placed upon such certificate,
shall have ceased to be such before such certificate is issued, it may be issued
by the Company with the same effect as if such officer had not ceased to be such
at the date of its issue. Said certificates shall be in such form as the Board
of Directors shall from time to time prescribe.

     Section 2. The shares may be transferred on the books of the Company, by
the holder thereof in person or by duly authorized attorney, upon surrender of
the certificates properly endorsed.

     Section 3. The Board of Directors shall have power to close the stock
transfer books of the Company for a period not exceeding sixty (60) days
preceding the date of any meeting of the stockholders or the date for payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into effect, or for a period
of not exceeding sixty (60) days in connection with obtaining the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date not exceeding sixty (60) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent as a record date for the determination of the stockholders entitled to
notice of, and to vote at any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Company after any
such record date fixed as aforesaid.

     Section 4. Where a certificate for capital stock of the Company has been
lost or destroyed, the proper officers of the Company may execute and issue a
new certificate therefor upon satisfactory proof of such loss or destruction and
upon giving of a bond, with or without surety, to protect the Company from any
liability or expense which it may incur by reason of the original certificate
remaining outstanding.

                                  ARTICLE XVII
                  Indemnification and Advancement of Expenses

     Section 1. With respect to any person made or threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter and, whether
threatened, pending or completed, a "proceeding"), by reason of the fact that
such person is or was a director or 
<PAGE>
 
officer of the Company, including service by such person at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust, or other enterprise, the Company shall pay the expenses
(including attorneys' fees) incurred by such person in defending any such
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that the payment of expenses (including
attorneys' fees) incurred by such person in advance of the final disposition of
such proceeding shall be made only upon receipt of (1) a written statement by
such person of his or her good faith belief that he or she has met the standards
of conduct that entitles him or her to indemnity and (2) an undertaking
(hereinafter an "undertaking") by such person to repay all amounts advanced if
it shall ultimately be determined by final judicial decision from which there is
no further right to appeal (hereinafter "final adjudication") that such person
is not entitled to be indemnified for such expenses under this Article XVII or
otherwise; and further provided that a determination is made that the facts then
known to those persons making the determination to advance expenses would not
preclude indemnification; and further provided that with respect to a proceeding
initiated against the Company by a director or officer of the Company (including
a director or officer of the Company serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise), such director or officer shall be entitled under this
Section to the payment of expenses (including attorneys' fees) incurred by such
person in defending any counterclaim, cross-claim, affirmative defense, or like
claim of the Company in connection with such proceeding in advance of the final
disposition of such proceeding only if such proceeding was authorized by the
Board of Directors of the Company.

     Section 2. With respect to any person made or threatened to be made a party
to any proceeding by reason of the fact that such person is or was a director or
officer of the Company, including service by such person at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust, or other enterprise, the right to indemnification and the
advancement of expenses conferred by the Company's Restated Certificate and
Articles of Incorporation and the right to the advancement of expenses conferred
by Section 1 of this Article XVII shall be contract rights. If a claim with
respect to such rights is not paid in full by the Company within sixty (60) days
after a written demand has been received by the Company, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty (20) days, the person seeking to enforce a right to indemnification or
an advancement of expenses hereunder may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Company to
recover an advancement of expenses pursuant to the terms of an undertaking, the
person seeking to enforce a right to indemnification or an advancement of
expenses hereunder or the person from whom the Company seeks to recover an
advancement of expenses shall also be entitled to be paid the expenses
(including attorneys' fees) of prosecuting or defending such suit. In any suit
brought by a person seeking to enforce a right to indemnification hereunder (but
not in a suit brought by a person seeking to enforce a right to an advancement
of expenses hereunder) it shall be a defense that the person seeking to enforce
a right to indemnification has not met any applicable standard for
indemnification under applicable law. In any suit brought by the 
<PAGE>
 
Company to recover an advancement of expenses pursuant to the terms of an
undertaking, the Company shall be entitled to recover such expenses upon a final
adjudication that the person from whom the Company seeks to recover an
advancement of expenses has not met any applicable standard for indemnification
under applicable law. With respect to any suit brought by a person seeking to
enforce a right to indemnification hereunder (including any suit seeking to
enforce a right to the advancement of expenses hereunder) or any suit brought by
the Company to recover an advancement of expenses pursuant to the terms of an
undertaking, neither the failure of the Company (including its directors,
independent legal counsel, or its stockholders) to have made a determination
prior to commencement of such suit that indemnification of such person is proper
in the circumstances because such person has met the applicable standards of
conduct under applicable law, nor an actual determination by the Company
(including its directors, met such independent legal counsel, or its
stockholders) that such person has not met applicable standards of conduct,
shall create a presumption that such person has not met the applicable standards
of conduct or, in a case brought by such person seeking to enforce a right to
indemnification, be a defense to such suit. In any suit brought by a person
seeking to enforce a right to indemnification or to an advancement of expenses
hereunder, or by the Company to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the person seeking to
enforce a right to indemnification or to an advancement of expenses or the
person from whom the Company seeks to recover an advancement of expenses is not
entitled to be indemnified, or to such an advancement of expenses, under this
Article XVII or otherwise shall be on the Company.

                                 ARTICLE XVIII
                                  Fiscal Year

     Section 1. The fiscal year of this Company shall be the calendar year.

                                  ARTICLE XIX
                                   Amendments

     Section 1. These By-Laws may be altered, added to or repealed at any annual
or special meeting of the stockholders or at any regular or special meeting of
the Board of Directors.