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                                                                EXHIBIT 3.4
                            THE TIMES MIRROR COMPANY
                            (A DELAWARE CORPORATION)

                           AMENDED AND RESTATED BYLAWS

                             EFFECTIVE MARCH 4, 1999


                                    ARTICLE I

                                     OFFICES

        SECTION 1. Registered Office. The registered office of The Times Mirror
Company (hereinafter called the Corporation) shall be in the City of Wilmington,
County of New Castle, State of Delaware.

        SECTION 2. Principal Office. The principal office for the transaction of
the business of the Corporation shall be at Times Mirror Square, in the City of
Los Angeles, County of Los Angeles, State of California. The Board of Directors
(hereinafter called the Board) is hereby granted full power and authority to
change said principal office from one location to another.

        SECTION 3. Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

        SECTION 1. Place of Meetings. All annual meetings of stockholders and
all other meetings of stockholders shall be held either at the principal office
or at any other place within or without the State of Delaware which may be
designated by the Board pursuant to authority hereinafter granted to said Board.

        SECTION 2. Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

        SECTION 3. Special Meetings. Special meetings of the stockholders of the
Corporation for any purpose or purposes may only be called in accordance with
the provisions in the Certificate of Incorporation.


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        SECTION 4. Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting.
Notice may be given (i) by delivering a written notice thereof to him
personally, (ii) by depositing notice in the United States mail, in a postage
prepaid envelope, directed to him at his address furnished by him to the
Secretary of the Corporation for the purpose of receiving notice or, if he shall
not have furnished to the Secretary his address for such purpose, then at his
address last known to the Secretary, or (iii) by transmitting the notice to him
at such address by any electronic means. Except as otherwise expressly required
by law, no publication of any notice of a meeting of stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder to whom notice
may be omitted pursuant to applicable Delaware law or who shall have waived such
notice and such notice shall be deemed waived by any stockholder who shall
attend such meeting in person or by proxy, except a stockholder who shall attend
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Except as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.

        SECTION 5. Quorum. Except as otherwise required by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. Subject to the
requirement of a larger percentage vote contained in the Certificate of
Incorporation, these Bylaws or by statute, the stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
In the absence of a quorum at any meeting or any adjournment thereof, a majority
in voting interest of the stockholders present in person or by proxy and
entitled to vote thereat or, in the absence therefrom of all the stockholders,
any officer to preside at, or to act as secretary of, such meeting may adjourn
such meeting from time to time. At any such adjourned meeting at which a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally called.

        SECTION 6. Voting. (a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share of the stock
of the Corporation having voting rights on the matter in question and which
shall have been held by him and registered in his name on the books of the
Corporation:



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               (i) on the date fixed pursuant to Article VI, Section 5 of these
Bylaws as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting, or

               (ii) if no such record date shall have been so fixed, then (a) at
the close of business on the day next preceding the day on which notice of the
meeting shall be given or (b) if notice of the meeting shall be waived, at the
close of business on the day next preceding the day on which the meeting shall
be held.

        (b) 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 in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or with respect to which two or more
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.

        (c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his proxy duly authorized as such by any means permitted
under the General Corporation Law of the State of Delaware (including without
limitation in writing or by transmitting or authorizing an electronic
transmission, or by any copy, facsimile, telecommunication or other reproduction
of such authorization) and delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted or acted upon after three years from its
date unless said proxy shall provide for a longer period. The attendance at any
meeting of a stockholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless he shall in writing, or by any other
means permissible for authorizing a proxy, so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.


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        SECTION 7. List of Stockholders. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, of not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

        SECTION 8. Judges. If at any meeting of stockholders a vote by written
ballot shall be taken on any question, the chairman of such meeting may appoint
a judge or judges to act with respect to such vote. Each judge so appointed
shall first subscribe an oath faithfully to execute the duties of a judge at
such meeting with strict impartiality and according to the best of his ability.
Such judges shall decide upon the qualification of the voters and shall certify
and report the number of shares represented at the meeting and entitled to vote
on such question, determine the number of votes entitled to be cast by each
share, conduct and accept the votes, and, when the voting is completed,
ascertain and report the number of shares voted respectively for and against the
question, and determine and retain for a reasonable period a record of the
disposition of any challenge made to any determination made by such judges.
Reports of judges shall be in writing and subscribed and delivered by them to
the Secretary of the Corporation. The judges need not be stockholders of the
Corporation, and any officer of the Corporation may be a judge on any question
other than a vote for or against a proposal in which he shall have a material
interest. The judges may appoint or retain other persons or entities to assist
the judges in the performance of the duties of the judges.


                                   ARTICLE III

                               BOARD OF DIRECTORS

        SECTION 1. General Powers. Subject to any requirements in the
Certificate of Incorporation, the Bylaws, and of the Delaware General
Corporation Law as to action which must be authorized or approved by the
stockholders, any and all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be under the
direction of the Board to the fullest extent permitted by law. Without limiting
the generality of the foregoing, it is hereby expressly declared that the
directors shall have the following powers, to wit:

        First - To select and remove all officers, agents and employees of the
Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Certificate of Incorporation or the Bylaws, fix
their compensation, and require from them security for faithful service.



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        Second - To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the Certificate of Incorporation or the Bylaws, as they may
deem best.

        Third - To change the location of the registered office of the
Corporation in Article I, Section I hereof; to change the principal office and
the principal office for the transaction of the business of the Corporation from
one location to another as provided in Article I, Section 2, hereof; to fix and
locate from time to time one or more subsidiary offices of the Corporation
within or without the State of Delaware as provided in Article I, Section 3
hereof; to designate any place within or without the State of Delaware for the
holding of any stockholders' meeting or meetings; and to adopt, make and use a
corporate seal, and to prescribe the forms of certificates of stock, and to
alter the form of such seal and of such certificates from time to time, as in
their judgment they may deem best, provided such seal and such certificate shall
at all times comply with the provisions of law.

        Fourth - To authorize the issue of shares of stock of the Corporation
from time to time, upon such terms and for such considerations as may be lawful.

        Fifth - To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust and
securities therefor.

        Sixth - By resolution adopted by a majority of the authorized number of
directors, to designate an executive and other committees, each consisting of
one or more directors, to serve at the pleasure of the Board, and to prescribe
the manner in which proceedings of such committee shall be conducted. Unless the
Board or these Bylaws shall otherwise prescribe the manner of proceedings of any
such committee, meetings of such committee may be regularly scheduled in advance
and may be called at any time by the chairman of the committee or by any two
members thereof; otherwise, the provisions of these Bylaws with respect to
notice and conduct of meetings of the Board shall govern. Any such committee, to
the extent provided in a resolution of the Board and subject to any restrictions
or limitations on the delegation of power and authority imposed by applicable
Delaware law, shall have and may exercise all of the powers and authority of the
Board.

        SECTION 2. Number and Term of Office. The authorized number of directors
of this Corporation shall be not less than ten (10) nor more than twenty (20)
until this Section 2 is amended by a resolution duly adopted by the directors or
by the shareholders, in either case in accordance with the provisions of Article
XVI of the Certificate of Incorporation. The authorized number of directors
shall be fixed at fourteen (14) until such authorized number is changed by a
resolution duly adopted by the directors or by the shareholders, in either case
in accordance with the provisions of Article XVI of the Certificate of
Incorporation. Directors need not be shareholders. Each of the directors of the
Corporation shall serve until his or her term has expired and his or her
successor is elected and qualified, or until his or her earlier death,
resignation or removal.



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        SECTION 3. Election of Directors. The directors shall be elected by the
stockholders of the Corporation, and at each election the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provision contained in the Certificate of Incorporation relating thereto,
including any provision for a classified Board and for cumulative voting.

        SECTION 4. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

        SECTION 5. Vacancies. Except as otherwise provided in the Certificate of
Incorporation, any vacancy on the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by vote of the majority of the remaining directors, although less
than a quorum. Each director so chosen to fill a vacancy shall hold office until
his successor shall have been elected and shall qualify or until he shall resign
or shall have been removed.

        No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.

        SECTION 6. Place of Meeting. The Board or any committee thereof may hold
any of its meetings at such place or places within or without the State of
Delaware as the Board or such committee may from time to time by resolution
designate or as shall be designated by the person or persons calling the meeting
or in the notice or a waiver of notice of any such meeting. Directors may
participate in any regular or special meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board or such
committee can hear each other, and such participation shall constitute presence
in person at such meeting.

        SECTION 7. First Meeting. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.

        SECTION 8. Regular Meetings. Regular meetings of the Board may be held
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

        SECTION 9. Special Meetings. Special meetings of the Board for any
purpose or purposes shall be called at any time by the Chairman of the Board or,
if he is absent or unable or refuses to act, by the President or, if he is
absent or unable or refuses to act, or by the Executive Vice President, or if he
is absent or unable or refuses to act, by any Senior Vice President or by any
Vice President or by any two directors. Except as otherwise provided by law or
by these Bylaws, written notice of the time and place of special meetings shall
be 



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delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records of the Corporation, or if it is not
shown on such records and is not readily ascertainable, at the place in which
the meetings of the directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the United States mail or delivered to
the telegraph company in the County in which the principal office for the
transaction of the business of the Corporation is located at least forty-eight
(48) hours prior to the time of the holding of the meeting. In case such notice
is delivered personally as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director. Except where otherwise required by law or by
these Bylaws, notice of the purpose of a special meeting need not be given.

Notice of any meeting of the Board shall not be required to be given any
director who is present at such meeting, except a director who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

        SECTION 10. Quorum and Manner of Acting. Except as otherwise provided in
these Bylaws, the Certificate of Incorporation or by applicable law, the
presence of a majority of the authorized number of directors shall be required
to constitute a quorum for the transaction of business at any meeting of the
Board, and all matters shall be decided at any such meeting, a quorum being
present, by the affirmative votes of a majority of the directors present. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, provided any action taken is
approved by at least a majority of the required quorum for such meeting. In the
absence of a quorum, a majority of directors present at any meeting may adjourn
the same from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given. The directors shall act only as a Board,
and the individual directors shall have no power as such.

        SECTION 11. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if consent in writing is given thereto by all members of the
Board or of such committee, as the case may be, and such consent is filled with
the minutes of proceedings of the Board or committee.

        SECTION 12. Compensation. Directors who are not employees of the
Corporation or any of its subsidiaries may receive an annual fee for their
services as directors in an amount fixed by resolution of the Board, and in
addition, a fixed fee, with or without expenses of attendance, may be allowed by
resolution of the Board for attendance at each meeting, including each meeting
of a committee of the Board. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving compensation therefor.

        SECTION 13. Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of 



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the directors of the Corporation. Any such committee, to the extent provided in
the resolution of the Board and subject to any restrictions or limitations on
the delegation of power and authority imposed by applicable Delaware law, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it. Any
such committee shall keep written minutes of its meetings and report the same to
the Board at the next regular meeting of the Board.

                                   ARTICLE IV

                                    OFFICERS

        SECTION 1. Officers. The officers of the Corporation shall be a Chairman
of the Board, one or more Vice Chairmen of the Board, a President, one or more
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, a
Secretary, a Treasurer, a Controller, one or more Assistant Secretaries,
Assistant Treasurers, and Assistant Controllers, and such other officers as may
be appointed at the discretion of the Board in accordance with the provisions of
Section 3 of this Article IV. One person may hold two or more offices, except
that the Secretary may not hold the offices of Chairman of the Board or
President.

        SECTION 2. Election. The officers of the Corporation, except such
officers as may be appointed or elected in accordance with the provisions of
Section 3 or Section 5 of this Article IV, shall be chosen annually by the Board
at the organization meeting hereof, and each shall hold office until he or she
shall resign or shall be removed or otherwise disqualified to serve, or his or
her successor shall be elected and qualified.

        SECTION 3. Other Officers. In addition to the officers chosen annually
by the Board at its organization meeting, the Board also may appoint or elect
such other officers as the business of the Corporation may require, each of whom
shall have such authority and perform such duties as are provided in these
Bylaws or as the Board may from time to time specify, and shall hold office
until he or she shall resign or shall be removed or otherwise disqualified to
serve, or his or her successor shall be elected and qualified. In addition to
the officers elected by the Board, the Chief Executive Officer may appoint staff
officers as the business of the Corporation may require, each of whom shall have
such authority and perform such duties as are provided in these Bylaws or as the
Chief Executive Officer may from time to time specify, and shall hold office
until he or she shall resign or shall be removed or otherwise disqualified to
serve, or his or her successor shall be elected and qualified.

        SECTION 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board, or by any officer upon whom such
power of removal may be conferred by the Board.



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        Any officer may resign at any time by giving written notice to the Board
or to the President or to the Secretary of the Corporation. Any such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

        SECTION 5. Vacancies. A vacancy is any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to such office.

        SECTION 6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and all meetings of the Board of
Directors of the Corporation and shall exercise and perform any other powers and
duties that are assigned to him by the Board of Directors of the Corporation or
by these Bylaws. He shall be a member of the Executive Committee and shall be an
ex officio member of all other committees.

        SECTION 7. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
Corporation. He shall have the general powers and duties of management usually
vested in the Chief Executive Officer of a Corporation and shall have such other
powers and duties as may be prescribed by the Board of Directors or by these
Bylaws.

        SECTION 8. Vice Chairmen of the Board. The Vice Chairmen of the Board
shall exercise and may perform such powers and duties as may be assigned to them
by the Chairman of the Board, or by the Board, or as may be prescribed by the
Bylaws. In the absence or disability of the Chairman of the Board, or in the
event and during the period of a vacancy in that office, the Vice Chairmen, in
order of their rank as fixed by the Board or, if not ranked, the Vice Chairman
designated by the Board, shall preside at all meetings of the stockholders and
at all meetings of the Board.

        SECTION 9. President. The President shall exercise and may perform such
powers and duties with respect to the administration of the business and affairs
of the Corporation as may from time to time be assigned by the Chairman of the
Board, or by the Board, or as may be prescribed by the Bylaws. In the absence or
disability of the Chairman of the Board and Vice Chairmen of the Board, or in
the event and during the period of a vacancy in such office, the President shall
perform all the duties of the Chairman of the Board and when so acting shall
have all of the powers of, and be subject to all the restrictions upon, the
Chairman of the Board and Chief Executive Officer of the Corporation.

        SECTION 10. Executive Vice Presidents. The Executive Vice Presidents
shall exercise and may perform such powers and duties with respect to the
administration of the business and affairs of the Corporation as may from time
to time be assigned by the Chairman of the Board, or the Board, or as may be
prescribed by these Bylaws. In the absence or disability of the Chairman of the
Board, Vice Chairmen of the Board and the President, the Executive Vice
Presidents in order of their rank as fixed by the Board or, if not ranked, the



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Executive Vice President designated by the Board, shall perform all of the
duties of the Chairman of the Board and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the Chairman of the Board and
Chief Executive Officer of the Corporation.

        SECTION 11. Senior Vice Presidents and Vice Presidents. The Senior Vice
Presidents and Vice Presidents shall exercise and may perform such powers and
duties with respect to the Corporation as may from time to time be assigned to
each of them by the Chairman of the Board, a Vice Chairman of the Board, the
President, an Executive Vice President, or the Board, or as may be prescribed by
these Bylaws. In the absence or disability of the Chairman of the Board, the
Vice Chairmen of the Board, the President and the Executive Vice Presidents, the
Senior Vice President and Vice President in order of their rank as fixed by the
Board or, if not ranked, the Senior Vice President or Vice President designated
by the Board shall perform all of the duties of the Chairman of the Board, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board and Chief Executive Officer of the
Corporation.

        SECTION 12. Secretary. The Secretary shall keep, or cause to be kept, at
the principal office, or such other place as the Board may order, a book of
minutes of all meetings of directors and stockholders, with the time and place
of holding, whether regular or special, and if special, how authorized and the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings thereof.

        The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the Corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses; the number of classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board required by these Bylaws or by law to be
given, and he shall keep the seal of the Corporation in safe custody, and shall
have such other powers and perform such other duties as may be prescribed by
these Bylaws or assigned by the Board, the Chairman of the Board, a Vice
Chairman of the Board, the President, an Executive Vice President or any Senior
Vice President or Vice President to whom the Secretary may report. If for any
reason the Secretary shall fail to give notice of any special meeting of the
Board called by one or more of the persons identified in the first paragraph of
Section 9, Article III, or if the Secretary shall fail to give notice of any
special meeting of the stockholders called by one or more of the persons
identified in Section 2 , Article II, then any such person or persons may give
notice of any such special meeting.

        SECTION 13. Treasurer. The Treasurer shall supervise, have custody of
and be responsible for all funds and securities of the Corporation. The
Treasurer shall deposit all moneys and other valuables in the name and to the
credit of the Corporation with such depositaries as may be designated by the
Board or in accordance with authority delegated by 



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the Board. The Treasurer shall disburse the funds of the Corporation as may be
ordered or authorized by the Board, shall render to the Chairman of the Board,
the President and the directors, whenever they request it, an account of all
transactions as Treasurer and shall have such other powers and perform such
other duties as may be prescribed by these Bylaws or assigned by the Board, the
Chairman of the Board, a Vice Chairman of the Board, the President, an Executive
Vice President or any Senior Vice President or Vice President to whom the
Treasurer may report.

        SECTION 14. Controller. The Controller shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in-surplus and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all
reasonable times be open to inspection by any director.

        The Controller also shall supervise the maintenance of adequate and
correct accounts of the properties and business transactions of all subsidiaries
of the Corporation and shall have such other powers and perform such other
duties as may from time to time be prescribed by these Bylaws or assigned to him
by the Board, the Chairman of the Board, a Vice Chairman of the Board, the
President, an Executive Vice President or any Senior Vice President or Vice
President to whom the Controller may report.

                                    ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

        SECTION 1. Execution of Contracts. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers, or agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

        SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.

        SECTION 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the 



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purpose of collection for the account of the Corporation, the President, any
Vice President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

        SECTION 4. General and Special Bank Accounts. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositaries as the Board may select or as
may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

        SECTION 1. Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman of the Board, or the President or the Executive Vice President or a
Senior Vice President or a Vice President, and by the Secretary or an Assistant
Secretary. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate shall
thereafter have ceased to be such officer, transfer agent or registrar before
such certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature shall have been placed thereupon, were
such officer, transfer agent or registrar at the date of issue. A record shall
be kept of the respective names of the persons, firms or corporations owning the
stock represented by such certificates, the number and class of shares
represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or transfer shall
be canceled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
canceled, except in cases provided for in Section 4 of this Article VI.

        SECTION 2. Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 3 of Article VI, and upon
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact shall be so stated
expressly in the entry of transfer if, when the certificate or certificates
shall be presented to 



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<PAGE>   13

the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

        SECTION 3. Regulations. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

        SECTION 4. Lost, Stolen, Destroyed, and Mutilated Certificates. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper to do so.

        SECTION 5. Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders 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 other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other event for which a record date is fixed. When a record
date is so fixed, only stockholders who are such of record on that date are
entitled to notice of and to vote at the meeting or to give written consent
without a meeting, or to receive any such report, dividend, distribution, or
allotment or rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date. If in any case involving the determination of stockholders for
any purpose other than notice of or voting as a meeting of stockholders or
expressing consent to corporate action without a meeting the Board shall not fix
such a record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board shall adopt
the resolution relating thereto. A determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of such meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.

                                   ARTICLE VII

                                 INDEMNIFICATION

        SECTION 1. Actions, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including 



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<PAGE>   14

attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
at in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.

        SECTION 2. Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he 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 or
employee of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

        SECTION 3. Indemnification of Agents. The Corporation may, but only to
the extent that the Board of Directors may (but shall not be obligated to)
authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any agent of the Corporation to the fullest extent of
the provisions of this Article VII as they apply to the indemnification and
advancement of expenses of directors and officers of the Corporation.

        SECTION 4. Determination of Right of Indemnification. Any
indemnification under Section 1 of this Article VII or Section 2 of this Article
VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer or employee is proper in the circumstances because he has met
the applicable standard of conduct set forth in Section 1 of this Article VII or
Section 2 of this Article VII. Such determination shall be made (i) by the Board
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the stockholders.

        SECTION 5. Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer or employee of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 of this Article VII or Section 2 of this Article VII, or in 



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<PAGE>   15

defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

        SECTION 6. Prepaid Expenses. Expenses incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board in the specific
case upon receipt of an undertaking by or on behalf of the director or officer
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board deems
appropriate.

        SECTION 7. Other Rights and Remedies. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.

        SECTION 8. Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who 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 or employee of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article.

        SECTION 9. Constituent Corporations. For the purposes of this Article,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer or employee of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.

        SECTION 10. Other Enterprises, Fines, and Serving at the Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer or employee of the corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.



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<PAGE>   16

                                  ARTICLE VIII

                                  MISCELLANEOUS

        SECTION 1. Seal. The Board shall adopt a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation and words
showing that the Corporation is incorporated in the State of Delaware.

        SECTION 2. Waiver of Notices. Whenever notice is required to be given by
these Bylaws or the Certificate of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.

        SECTION 3. Amendments. Except as otherwise provided herein or in the
Certificate of Incorporation, these Bylaws, or any of them, may be altered,
amended, repealed or rescinded and new Bylaws may be adopted, (i) by the Board,
or (ii) by the stockholders, at any annual meeting of stockholders, or at any
special meeting of stockholders, provided that notice of such proposed
alteration, amendment, repeal, rescission or adoption is given in the notice of
meeting.

        SECTION 4. Representation of Other Corporations. The Chairman of the
Board or the President or the Executive Vice President or a Senior Vice
President or any Vice President or the Secretary or any Assistant Secretary of
this Corporation are authorized to vote, represent and exercise on behalf of
this Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
person authorized so to do by proxy or power of attorney duly executed by said
officers.





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