AMENDED AND RESTATED BY-LAWS
                                       OF
                                  NYMAGIC, INC.
                            (A New York Corporation)


                                    ARTICLE I

                                  SHAREHOLDERS
                                  ------------


     1.  CERTIFICATES REPRESENTING SHARES.

         (a) Every holder of stock in the Corporation  shall be entitled to have
a certificate  signed by, or in the name of, the  Corporation by the Chairman of
the Board of Directors,  if any, or by the President or a Vice-President  and by
the  Treasurer  or an  Assistant  Treasurer  or the  Secretary  or an  Assistant
Secretary  of the  Corporation  representing  the number of shares owned by such
person in the  Corporation,  and such certificate may be sealed with the seal of
the Corporation or a facsimile thereof.  If such certificate is countersigned by
a transfer  agent other than the  Corporation  or its employee or by a registrar
other than the  Corporation  or its employee,  any signature on the  certificate
other than that of such transfer agent or such registrar may be a facsimile.  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.

         (b) Whenever the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock,  and  whenever the
Corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly paid stock shall set forth thereon the  statements  prescribed by the New
York Business  Corporation Law. Any restrictions on the transfer or registration
of  transfer  of any  shares  of stock of any  class  or  series  shall be noted
conspicuously on the certificate representing such shares.

         (c) The  Corporation  may issue a new  certificate of stock of the same
tenor and for the same number of shares in place of any certificate  theretofore
issued by it alleged to have been lost, stolen, destroyed, or mutilated, and the
Board of  Directors  may require  the owner of any lost,  stolen,  destroyed  or
mutilated  certificate,  or  such  person's  legal  representative,  to  make an
affidavit  or  affirmation  setting  forth  such  facts as to the  loss,  theft,
destruction or mutilation as it deems  necessary,  and to give the Corporation a
bond sufficient to indemnify the Corporation  against any claim that may be made
against it on account of the alleged loss,  theft,  destruction or mutilation of
any such certificate or the issuance of any such new certificate.

     2.  FRACTIONAL  SHARE  INTERESTS.  The  Corporation  may,  but shall not be
required to, issue fractions of a share.


<PAGE>


     3.  SHARE  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of  transfer of shares of stock of the  Corporation  shall be made
only on the stock ledger of the Corporation by the registered holder thereof, or
by such  person's  attorney  thereunto  authorized  by  power of  attorney  duly
executed and filed with the Secretary or Assistant  Secretary of the Corporation
or with a  transfer  agent  or a  registrar,  if any,  and on  surrender  of the
certificate or certificates  for such shares of stock properly  endorsed and the
payment of all taxes due thereon.

     4.  RECORD  DATE FOR  SHAREHOLDERS.  For the  purpose  of  determining  the
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof,  or to express consent to or dissent from any proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other action,  the Board of Directors may fix, in advance, a date
as the record date for any such  determination of shareholders.  Such date shall
not be more than sixty (60) nor less than ten (10) days  before the date of such
meeting,  nor more than fifty (50) days prior to any other action.  If no record
date is fixed, the record date for the determination of 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 no
notice is given,  the day on which the  meeting  is held.  If no record  date is
fixed,  the record date for determining  shareholders for any purpose other than
that  specified in the preceding  sentence  shall be at the close of business on
the day on which the  resolution of the Board of Directors  relating  thereto is
adopted. When a determination of shareholders of record entitled to notice of or
to vote at any  meeting  of  shareholders  has  been  made as  provided  in this
section,  such  determination  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.

     5.  MEANING OF  CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  shareholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "shareholder"  or  "shareholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  Corporation  is  authorized to issue only one class of shares of
stock.  Said  reference  is also  intended to include any  outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  Certificate  of  Incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the New York Business  Corporation  Law confers
such rights  notwithstanding  that the Certificate of Incorporation  may provide
for more than one  class or series of shares of stock,  one or more of which are
limited or denied such rights thereunder.

     6. SHAREHOLDER MEETINGS.

         (a) PLACE.  Annual  meetings and special  meetings shall be held at the
offices  of the  Corporation  in the State of New York or at such  other  place,
within or without the State of New York,  as the Board of  Directors  may,  from
time to time, fix as provided herein.

         (b) ANNUAL  MEETING.  The annual meeting shall be held on such date and
at the time fixed,  from time to time, by the Board of Directors for the purpose
of electing directors and for the


                                      -2-
<PAGE>


transaction of such other business as may be brought before the meeting.  Annual
meetings may be called by the Board of Directors or by the  Executive  Committee
of the Board of Directors or by any officer instructed by the Board of Directors
to call the meeting.

         (c) SPECIAL  MEETINGS.  Special  meetings of the  shareholders  for any
purpose  or  purposes,   unless  otherwise  proscribed  by  statute  or  by  the
Certificate of Incorporation,  may be called by the Chairman, the Vice Chairman,
the Chief Executive Officer, or the President of the Company and shall be called
by the Chairman,  the Vice Chairman, the Chief Executive Officer, the President,
the  Secretary  or any  Assistant  Secretary  of the Company upon the request in
writing of three  directors or of the holders of record of at least twenty (20%)
percent of the shares of stock of the  Corporation,  issued and  outstanding and
entitled to vote as of the date of such request.  Such special  meeting shall be
held at such time and at such place  within or without  the State of New York as
may be fixed by the Chairman of the Board or the Vice Chairman of the Board,  in
the case of meetings called by the Chairman of the Board or the Vice Chairman of
the  Board,  or by Chief  Executive  Officer  or the  President,  in the case of
meetings called by Chief Executive Officer or the President. Any special meeting
called at the request of either three directors or of the shareholders  pursuant
hereto shall be held at the principal  office of the  Corporation  not less than
forty-five (45) days from the receipt of such request. Any request for a special
meeting of  shareholders  shall state the  purpose or  purposes of the  proposed
meeting,  and such  purpose or purposes  shall be set forth in the notice of the
special  meeting,  and at any such  special  meeting  only such  business may be
transacted  which is related to the purpose or purposes  set forth in the notice
of the special meeting.

         (d) NOTICE OR WAIVER OF NOTICE.  Notice of any meeting of  shareholders
may be written  or  electronic.  All  notices  of all  meetings  shall be given,
stating  the place,  date and hour of the meeting  and,  unless it is the annual
meeting,  indicating  that the notice is being issued by or at the  direction of
the person or persons calling the meeting. The notice of an annual meeting shall
state that the  meeting  is called for the  election  of  Directors  and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual meeting) state such other action or actions as are known at
the time of such notice.  The notice of a special meeting shall in all instances
state the purpose or purposes for which the special meeting is called and at any
such special  meeting only such business may be  transacted  which is related to
the purpose or purposes set forth in the notice of the special  meeting.  Except
as otherwise  provided by the New York Business  Corporation  Law, a copy of the
notice of any meeting shall be given, personally, electronically or by mail, not
less than ten (10) days nor more than  sixty  (60) days  before  the date of the
meeting,  unless  the lapse of the  prescribed  period of time  shall  have been
waived,  and  directed to each  shareholder  entitled to vote at such meeting at
such  person's  address  as it appears on the  records  of the  Corporation.  If
mailed,  such notice shall be deemed given when  deposited in the United  States
mail,  with  postage  thereon  prepaid,  directed  to  the  shareholder  at  the
shareholder's  address as it appears on the record of  shareholders,  or, if the
shareholder  shall have filed with the  Secretary or Assistant  Secretary of the
Corporation  a request that notices to the  shareholder  be mailed to some other
address,   then  directed  to  him  at  such  other   address.   If  transmitted
electronically,  such  notice  shall  be  deemed  given  when  directed  to  the
shareholder's  electronic  mail  address as supplied by the  shareholder  to the
Secretary or Assistant  Secretary of the  Corporation  or as otherwise  directed
pursuant to the  shareholder's  authorization or  instructions.  If a meeting is
adjourned  to  another  time,  not more than  forty-five  (45) days  after  such
meeting,  and/or to another place,  and if an announcement of the adjourned time
and place is made


                                      -3-
<PAGE>


at the  meeting,  it shall not be  necessary  to give  notice  of the  adjourned
meeting  unless the Board of Directors,  after  adjournment,  fixes a new record
date for the  adjourned  meeting.  Notice of a meeting  need not be given to any
shareholder  who submits a waiver of notice whether before or after the meeting.
Waiver of notice may be written or  electronic.  If written,  the waiver must be
executed by the shareholder or the shareholder's  authorized officer,  director,
employee or agent by signing  such waiver or causing his or her  signature to be
affixed to such waiver by any reasonable means,  including,  but not limited to,
facsimile signature.  If electronic,  the transmission of the waiver must either
set forth or be  submitted  with  information  from which it can  reasonably  be
determined  that  the  transmission  was  authorized  by  the  shareholder.  The
attendance  of any  shareholder  at a  meeting,  in person or by proxy,  without
protesting  prior to the  conclusion  of the  meeting the lack of notice of such
meeting,  shall constitute a waiver of notice by such  shareholder.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the shareholders need be specified in any written waiver of notice.

         (e)  SHAREHOLDER  LIST.  A list of  shareholders  as of the record date
shall be  produced  at any  meeting  of  shareholders  upon the  request  of any
shareholder made either prior to or at the meeting.  If the right to vote at any
meeting is challenged,  the inspectors of election, or person presiding thereat,
shall require such list of  shareholders to be produced as evidence of the right
of the persons  challenged to vote at such  meeting,  and all persons who appear
from such list to be  shareholders  entitled  to vote  thereat  may vote at such
meeting. Such list shall be produced (or available by means of a visual display)
at the time and place of the meeting;  shall be subject to the inspection of any
shareholder for reasonable periods during the meeting;  and shall be prima facie
evidence of the identity of the shareholders entitled to examine such list or to
vote at such meeting.

         (f) CONDUCT OF MEETING. Unless otherwise designated by the shareholders
as hereinafter provided,  meetings of the shareholders shall be presided over by
one of the  following  officers in the order of  priority  as  follows:  (1) the
Chairman of the Board,  if any, (2) the Vice Chairman of the Board,  if any, (3)
the Chief Executive Officer, if any, (4) the President, (5) a Vice President, or
(6) if none of the  foregoing is in office and present and acting,  by an Acting
Chairman  for the  meeting  chosen  by a  majority  of the  Board of  Directors.
Notwithstanding  the  foregoing  order of  priority,  the holders of record of a
majority of the shares  authorized  to vote may, at least  fourteen (14) days in
advance of the  shareholders  meeting,  designate  in writing  addressed  to the
Chairman or Vice Chairman of the Board of the Corporation, an Acting Chairman to
preside at such meeting.  The Secretary of the  Corporation or, in such person's
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the chairman for the
meeting shall appoint a secretary of the meeting.

         (g) PROXY  REPRESENTATION.  Every  shareholder  may  authorize  another
person or persons to act for such shareholder by proxy in all matters in which a
shareholder  is  entitled  to  participate,  whether  by  waiving  notice of any
meeting,  voting or participating at a meeting, or expressing consent or dissent
without a meeting. No proxy shall be valid after the expiration of eleven months
from its date unless such proxy  expressly  provides for a longer period.  Every
proxy shall be revocable at the pleasure of the shareholder executing it, except
as otherwise provided in the New York Business  Corporation Law. The presence at
any meeting of any shareholder who has given a proxy shall not revoke such proxy
unless the  shareholder  shall file written notice of such  revocation  with the
Secretary  or  Assistant  Secretary  of the meeting  prior to the voting of such
proxy.


                                      -4-
<PAGE>


         (h) INSPECTORS OF ELECTION.  Unless otherwise appointed by the Board of
Directors in advance,  the transfer agent for the Corporation  shall provide one
or more  inspectors  to act at any  meeting or any  adjournment  thereof,  or to
tabulate  any written  consents of  shareholders  without a meeting,  and make a
written report thereof. The Board of Directors may designate one or more persons
as  alternate  inspectors  to  replace  any  inspector  who  fail to act.  If no
inspector or alternate has been appointed,  or if such persons are unable to act
or fails to perform the duties required at a meeting of shareholders, the person
presiding  at the meeting  may,  and on the request of  shareholders  holding at
least twenty (20%) percent of the shares  authorized to vote thereat shall, make
such  appointment.  Each  inspector,  before  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 ability.  The inspectors shall determine,  among other things: 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 and the  validity and
effect of proxies. The inspectors shall also 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 other acts as are proper to conduct  the  election  or vote
with  fairness to all  shareholders.  On request of the person  presiding at the
meeting,  the  inspector (or  inspectors)  shall make a report in writing of any
challenge, question or matter determined by such person or persons and execute a
certificate of any fact so found.

         (i) QUORUM.  Except as the New York Business  Corporation  Law or these
By-Laws may  otherwise  provide,  the  holders of a majority of the  outstanding
shares of stock  entitled  to vote  shall  constitute  a quorum at a meeting  of
shareholders for the transaction of any business.  The shareholders  present may
adjourn  the  meeting  despite  the  absence of a quorum.  When a quorum is once
present to organize a meeting, it is not broken by the subsequent  withdrawal of
any shareholders.

         (j) VOTING.  Each shareholder  shall be entitled to one vote, in person
or by proxy, for each share of stock held by such  shareholder  entitled to vote
in  accordance  with the terms of the  Certificate  of  Incorporation  and these
By-Laws.  In the  election  of  Directors,  a  plurality  of the votes  cast and
entitled to vote on the election of Directors  shall elect such  Directors.  Any
other action shall be  authorized by the  affirmative  vote of a majority of the
shares cast in favor of or against such action,  except where the Certificate of
Incorporation  or the New York Business  Corporation  Law prescribes a different
percentage of votes and/or a different exercise of voting power.

         (k) SHAREHOLDER  PROPOSALS.  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)  otherwise  properly  brought
before  the  meeting by or at the  direction  of the Board of  Directors  or the
Chairman or Acting Chairman of such meeting,  or (c) otherwise  properly brought
before the meeting by a shareholder.  For business to be properly brought before
an annual meeting by a shareholder,  the  shareholder  must have complied in all
respects  with the rules and  regulations  of the United States  Securities  and
Exchange Commission applicable thereto.


                                      -5-
<PAGE>


                                   ARTICLE II

                               BOARD OF DIRECTORS
                               ------------------

     1.  FUNCTIONS AND  DEFINITION. The business and affairs of the  Corporation
shall be  managed by or under the  direction  of the Board of  Directors  of the
Corporation.  The use of the phrase  "whole  Board"  herein  refers to the total
number of Directors which the Corporation  would have from time to time if there
were no vacancies.

     2.  QUALIFICATIONS  AND NUMBER.  Each Director  shall be at least  eighteen
years of age.  A  Director  need not be a  shareholder,  a citizen of the United
States, or a resident of the State of New York. The number of directors shall be
not less than nine (9) nor more than nineteen (19). The exact number thereof may
be  established  by the  shareholders  at each annual  meeting,  or at a special
meeting  called for such  purpose,  or by the  directors at any regular  meeting
thereof, or any special meeting thereof called for such purpose.  Subject to the
provisions of the Certificate of  Incorporation,  the number of Directors may be
increased  or  decreased  by  action  of the  shareholders  or of the  Board  of
Directors;  provided,  that any action of the Board of  Directors to effect such
increase or decrease  shall  require the vote of a majority of the entire  Board
then in office.  No decrease in the number of Directors shall have the effect of
shortening the term of any incumbent Director.

     3.  ELECTION AND TERM.

         (a) BOARD OF DIRECTORS. The Board of Directors shall be those directors
in office as of the date of the adoption of these Amended and Restated  By-Laws.
Subject to the  provisions  of section 3(b) below,  directors  shall hold office
until the first  annual  meeting of  shareholders  after the date of adoption of
these Amended and Restated  By-Laws and until their successors have been elected
and qualified or until their resignation or removal.  Thereafter,  directors who
are elected at an annual meeting of shareholders,  and directors who are elected
in the interim to fill vacancies and newly created Directorships, shall, subject
to the  provisions  of section  3(b) below,  hold  office  until the next annual
meeting of  shareholders  after their election and until their  successors  have
been elected and qualified or until their resignation or removal.

         (b) TERMS IF BOARD IS CLASSIFIED.  If the Certificate of  Incorporation
provides that the  directors be divided into either two,  three or four classes,
all classes shall be as nearly equal in number as possible.  The terms of office
of the directors  initially  classified  shall be as follows:  that of the first
class shall expire at the next annual meeting of shareholders,  the second class
at the second succeeding  annual meeting,  the third class, if any, at the third
succeeding  annual  meeting,  and  the  fourth  class,  if  any,  at the  fourth
succeeding   annual   meeting.   At  each  annual  meeting  after  such  initial
classification,  directors  to replace  those whose terms  expire at such annual
meeting  shall be elected to hold  office  until the  second  succeeding  annual
meeting if there are two classes,  the third succeeding  annual meeting if there
are three  classes,  or the fourth  succeeding  annual meeting if there are four
classes.

         (c) CHANGES IN CLASSIFIED  BOARD.  If directors are  classified and the
number of directors is thereafter changed:


                                      -6-
<PAGE>


                  (1)  Any  newly  created  directorships  or  any  decrease  in
         directorships  shall be so apportioned among the classes as to make all
         classes as nearly equal in number as possible.

                  (2) When the number of directors is increased by the board and
         any newly created directorships are filled by the Board, there shall be
         no  classification  of the additional  directors  until the next annual
         meeting of shareholders.

     4.  RESIGNATION  AND REMOVAL OF  DIRECTORS.  Any Director may resign at any
time  upon  written  notice  to the  Corporation.  Any or all of the  Directors,
notwithstanding  any  classification,  may be  removed,  either  with or without
cause,  by a vote  of  two-thirds  of the  Directors  present  at a duly  called
meeting,  a quorum being  present,  or by a vote of the  shareholders  holding a
majority of the stock,  at any special meeting called for such purpose or at any
annual  meeting,  or, if permitted by the  Certificate  of  Incorporation,  such
action  may be taken  without a meeting on written  consent,  setting  forth the
action so taken,  signed by the holders of  outstanding  shares  having not less
than the minimum number of votes specified in the  Certificate of  Incorporation
(including less than all  outstanding  shares)  sufficient for corporate  action
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.

     5. NEWLY CREATED  DIRECTORSHIPS AND VACANCIES.  Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board of Directors for any reason,  except the removal of Directors  without
cause,  may be  filled  by  majority  vote of the  Board.  If the  number of the
Directors then in office is less than a quorum, such newly created directorships
and  vacancies  may be filled by vote of a  majority  of the  Directors  then in
office.  Notwithstanding  the foregoing,  such newly created  directorships  and
vacancies may be filled by a vote of the shareholders  holding a majority of the
stock,  at an annual meeting or at any special  meeting called for such purpose,
or, if permitted by the Certificate of  Incorporation,  such action may be taken
without a meeting on written consent,  setting forth the action so taken, signed
by the holders of outstanding  shares having not less than the minimum number of
votes  specified in the  Certificate of  Incorporation  (including less than all
outstanding  shares)  sufficient for corporate action 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. Vacancies occurring in the Board of Directors by
reason of the removal of  Directors  without  cause may be filled by vote of the
directors,  by vote of the shareholders,  or, if permitted by the Certificate of
Incorporation,  such action may be taken  without a meeting on written  consent,
setting forth the action so taken,  signed by the holders of outstanding  shares
having not less than the minimum number of votes specified in the Certificate of
Incorporation  (including  less  than all  outstanding  shares)  sufficient  for
corporate  action 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.  A
director elected to fill a vacancy,  unless elected by the  shareholders,  shall
hold office  until the next  meeting of  shareholders  at which the  election of
directors is in the regular order of business,  and until his successor has been
elected and qualified, regardless of whether or not the Board is classified.

     6. MEETINGS.

         (a)  TIME.  Regular  meetings  shall be held at such  time as the Board
shall fix. Special meetings may be called upon notice.


                                      -7-
<PAGE>


         (b) PLACE.  Meetings,  both regular and special,  shall be held at such
place within or without the State of New York as shall be fixed by the Board.

         (c) FIRST MEETING. The first meeting of each newly elected Board may be
held  immediately  after or within thirty (30) days after each annual meeting of
the  shareholders,  and no notice of such meeting shall be necessary to call the
meeting,  provided a quorum shall be present. In the event such first meeting is
not so held immediately after the annual meeting of the shareholders,  it may be
held at such  time  and  place  as shall be  specified  in the  notice  given as
provided  for special  meetings of the Board of  Directors,  or at such time and
place as shall be fixed by the consent in writing of all of the Directors.

         (d)  NOTICE OR  ACTUAL  OR  CONSTRUCTIVE  WAIVER.  No  notice  shall be
required  for  regular  meetings  for which the time and place have been  fixed.
Special  meetings  may be called by or at the  direction of the Chairman or Vice
Chairman of the Board, the Chief Executive  Officer or the President,  or by any
four (4) Directors.  Written, oral,  electronic,  or any other mode of notice of
the time and place  shall be given for  special  meetings  at least two (2) days
prior to the meeting; notice may be given by telephone of telefax (in which case
it  is  effective  when  given)  or by  mail  (in  which  case  it is  effective
forty-eight (48) hours after mailing by prepaid first class mail). The notice of
any meeting  need not specify  the purpose of the  meeting.  Notice of a meeting
need not be given to any director who submits a signed waiver of notice  whether
before or after the  meeting,  or who attends the  meeting  without  protesting,
prior thereto or at its commencement, the lack of notice to him.

         (f) QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies  prevents such  majority,  whereupon a
majority of the  Directors in office shall  constitute a quorum,  provided  that
such majority shall  constitute at least  one-third  (1/3) of the whole Board. A
majority  of the  Directors  present,  whether or not a quorum is  present,  may
adjourn any meeting to another time and place.  Notice of any  adjournment  of a
meeting of the Board to another  time or place  shall be given to the  Directors
who were not present at the time of the  adjournment in the manner  specified in
Section 6(d) and,  unless such time and place are  announced at the meeting,  to
the  other  directors.  Except  as  herein  otherwise  provided,  and  except as
otherwise  provided by the New York  Business  Corporation  Law,  the act of the
Board  shall be the act by vote of a  majority  of the  Directors  present  at a
meeting, a quorum being present.  The quorum and voting provisions herein stated
shall  not be  construed  as  conflicting  with any  provisions  of the New York
Business  Corporation  Law and these By-Laws which govern a meeting of Directors
held to fill vacancies and newly created directorships.

         (g)  PARTICIPATION  BY  TELEPHONE  CONFERENCE  CALL.  Any  director may
participate in a meeting of the Board or of any Committee  thereof by means of a
conference telephone or similar  communications  equipment by means of which all
directors   participating   in  the  meeting  can  hear  each  other,  and  such
participation in a meeting of the Board or Committee shall  constitute  presence
in person at such meeting.

         (h)  WRITTEN  CONSENT.  Any action  required or  permitted  to be taken
pursuant to authorization  voted at a meeting of the Board of Directors,  or any
Committee  thereof,  may be taken  without a meeting if, prior or  subsequent to
such  action,  all members of the Board or such  Committee,  as the case may be,
consent thereto in writing and such written consents, together with


                                      -8-
<PAGE>


a copy of documents  and other  materials  provided to the Board or Committee in
connection therewith, are filed with the minutes of the proceedings of the Board
or Committee.

         (i) CHAIRMAN OF THE MEETING.  The Chairman of the Board,  if any and if
present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

         (j) DIRECTOR'S COUNSEL.  Any director shall be entitled,  upon at least
24 hours  notice to the  Chairman or Vice  Chairman of the Board in advance of a
Board of Director's meeting, to have, at such director's expense,  legal counsel
advise such  director on his or her duties as a director  present at any meeting
of  the  Board  of  Directors;   provided,  however,  that  notwithstanding  the
foregoing,  the Board of Directors  may by a  two-thirds  (2/3) vote exclude all
legal counsel (including legal counsel for the Corporation) from such meeting.

     7.  COMMITTEES.

         (a)  APPOINTMENT.  At each annual meeting the Board of Directors shall,
by resolution passed by a majority of the whole Board,  designate from among its
members an Executive  Committee,  an Audit  Committee,  a Finance  Committee,  a
Nominating  Committee,  and a Stock Option and Compensation  Committee,  each of
which shall have three or more members.  The Board of Directors may from time to
time,  by  resolution  passed by a majority of the whole Board,  designate  from
among its members such other  committees,  which shall have one or more members,
such   committees   to  serve  for  such   periods  and  with  such  duties  and
responsibilities  as set forth in such  resolution.  Any such Committee,  to the
extent provided in the resolution of the Board,  shall have and may exercise the
powers of the Board of Directors in the  management  of the business and affairs
of the  Corporation,  except any authority the delegation of which is prohibited
by Section 712 of the New York Business  Corporation  Law.  Each such  Committee
shall serve at the pleasure of the Board of Directors,  and the Board may at any
time,  by  vote of a  majority  thereof,  fill  any  vacancies  in,  change  the
membership  of, or dissolve any  Committee.  The Board may designate one or more
Directors as alternate  members of any Committee,  who may replace any absent or
disqualified member at any meeting of the Committee. When a regular or alternate
member of any Committee ceases to be a director he shall  automatically cease to
be such regular or alternate member of such Committee.

         (b)  CHAIRMAN.  The Board of Directors may designate one of the members
of each  Committee  to be the Chairman of such  Committee.  The Chairman of each
Committee shall preside at all meetings of such  Committee.  The Chairman of the
Executive  Committee shall perform such other duties as may be designated by the
Board of Directors.

         (c)  MEETINGS.   Each  Committee  shall  meet  at  the  office  of  the
Corporation at such times as they shall by resolution  appoint,  and may meet at
any other time or place on the call of the Chairman.

         (d) NOTICE OF MEETING. No notice shall be required for regular meetings
for which the time and place have been fixed. Written,  electronic,  oral or any
other mode of notice of the time and


                                      -9-
<PAGE>


place  shall be given  for  special  meetings  at least one (1) day prior to the
meeting;  notice  may be given by  telephone  or  telefax  (in which  case it is
effective when given) or by mail (in which case it is effective forty-eight (48)
hours after mailing by prepaid first class mail). The notice of any meeting need
not specify the purpose of the meeting. Notice of a meeting need not be given to
any director who submits a signed waiver of notice  whether  before or after the
meeting, or who attends the meeting without protesting,  prior thereto or at its
commencement, the lack of notice to him.

         (e) QUORUM AND ACTION.  A majority of each Committee shall constitute a
quorum at any  meeting.  The act of a  majority  of a  Committee  present at any
meeting at which there is a quorum shall be the act of such Committee.

         (f) COMMITTEE  MINUTES.  Each Committee  shall cause to be kept regular
minutes of its proceedings,  which may be transcribed in the regular minute book
of the Corporation,  and all such proceedings  shall be reported to the Board of
Directors at its next  succeeding  meeting,  and shall be subject to revision or
alteration  by the  Board,  provided  that no rights of third  persons  shall be
affected by such revision or alteration.

         (f)  RULES.  Each  Committee  may,  from time to time,  subject  to the
approval of the Board of  Directors,  adopt rules for the calling and conduct of
its meetings,  and other matters  relating to its procedures and the exercise of
its powers not in conflict  with the By-Laws of the  Corporation  or the actions
taken by the Board of Directors.

     8.  EXECUTIVE COMMITTEE. The Executive Committee shall, between meetings of
the Board, have and may exercise all the powers of the Board of Directors in the
management of the business and affairs of the Corporation,  except any authority
the  delegation  of which is  prohibited by Section 712 of the New York Business
Corporation  Law;  provided that all action by the Executive  Committee shall be
reported to the Board of Directors.

     9.  AUDIT  COMMITTEE.  The  Audit  Committee  shall  review  the  financial
statements  of the  Corporation  and the  adequacy  of the  systems of  internal
accounting  controls  and  procedures;  meet  with  the  Corporation's  internal
auditors,  if any, and with its independent  public  accountants to review their
report on the examination of the Corporation's  accounts,  their comments on the
internal  controls and auditing  procedures  of the  Corporation  and the action
taken by management with regard to such comments;  meet with outside or internal
financial and legal  personnel in connection  with the  Committee  reviews;  and
recommend   annually  to  the  Board  of  Directors  the   appointment   of  the
Corporation's  independent  public  accountants.  The  meetings  with  auditing,
financial and legal personnel may be with or without management  representatives
being present.  The Audit  Committee shall also perform such other duties as may
be assigned to it from time to time by the Board of Directors.

     10. FINANCE COMMITTEE. The Finance Committee shall meet at least quarterly,
with or without  outside  investment  counsel in  attendance;  review and ratify
investment  transactions for the quarter; review the schedule of funds available
for investment and determine  appropriate  investment thereof in accordance with
the Investment Program guidelines; investigate investment opportunities;  report
their  findings  and  recommendations  and propose  resolutions  to the Board of
Directors for  consideration;  and recommend  annually to the Board of Directors
the appointment of the


                                      -10-
<PAGE>


Corporation's  investment counsel. The Finance Committee shall also perform such
other  duties  as may be  assigned  to it from  time to  time  by the  Board  of
Directors.

     11. NOMINATING COMMITTEE.  The Nominating Committee shall recommend a slate
of qualified  candidates for the director positions whose terms are to expire or
are  vacant.  The  Nominating  Committee  shall  report  to the  Board the name,
business  address and residence  address of each  candidate,  (ii) the principal
occupation  or  employment  of each  candidate,  (iii)  the  number of shares of
capital stock of the Corporation which are beneficially owned by each candidate,
(iv) the employment history of such candidate over the preceding five (5) years,
and (v) such other  information  concerning  each candidate as would be required
under the rules of the United States  Securities  and Exchange  Commission to be
set forth in a proxy  statement  soliciting  proxies  for the  election  of such
nominee as director.  Any director may recommend other  candidates for available
director  positions,   provided  that  the  foregoing   information  about  such
candidates  is provided.  At the  conclusion  of  recommendations,  the Board of
Directors shall approve a slate of candidates for such director positions.

     12. STOCK  OPTION  AND  COMPENSATION   COMMITTEE.   The  Stock  Option  and
Compensation Committee shall meet at least quarterly,  with or without the Chief
Executive Officer in attendance;  review  compensation levels for all employees,
including  utilizing  national  and  regional  surveys  for  the  insurance  and
insurance brokerage industries; review and ratify the Corporation's compensation
policies and practices for executives and non-executives  alike; review proposed
increases,  bonuses,  stock option awards or repricing of stock options pursuant
to the Corporation's  Stock Option Plans, and determine  appropriate  increases,
bonuses,  stock option awards or repricing of stock  options in accordance  with
the Corporation's  Stock Option Plans; report their findings and recommendations
and  propose  resolutions  to the  Board of  Directors  for  consideration;  and
recommend  annually  to the  Board of  Directors  the  compensation  levels  for
executives.  The Stock Option and Compensation Committee shall also perform such
other  duties  as may be  assigned  to it from  time to  time  by the  Board  of
Directors.

     13. DIRECTORS'  COMPENSATION.  Directors,  other than  salaried officers or
employees  of  the  Corporation  or of any  affiliated  company,  shall  receive
compensation  for their  services as  directors  in such form and amounts and at
such times as may be prescribed from time to time by the Board of Directors. All
directors  shall be  reimbursed  for  their  reasonable  expenses,  if any,  for
attendance at each regular or special meeting of the Board of Directors. Members
of  any  committee  of  the   Corporation   shall  be  allowed  such  additional
compensation  as may be fixed by the Board of Directors  and  reimbursement  for
reasonable expenses.


                                   ARTICLE III

                                    OFFICERS
                                    --------

     1.  OFFICERS. The Board of Directors may elect or appoint a Chairman of the
Board of Directors,  Vice-Chairman,  a Chief Executive Officer, a President, one
or more Vice Presidents  (which may be denominated  with additional  descriptive
titles), a Secretary,  one or more Assistant  Secretaries,  a Treasurer,  one or
more  Assistant  Treasurers  and such other  officers as it may  determine.  Any
number of offices may be held by the same person.


                                      -11-
<PAGE>


     2.  TERM OF OFFICE; REMOVAL. Unless otherwise provided in the resolution of
election or appointment, each officer shall hold office until the meeting of the
Board of Directors  following the next annual meeting of shareholders  and until
such  officer's  successor  has been elected and  qualified or until the earlier
resignation  or removal of such officer.  The Board of Directors may at any time
remove any officer for cause or without  cause,  and the election of a successor
to any  officer  shall be  deemed a removal  of such  officer  unless  otherwise
provided  in the  resolution  electing  such new  officer.  If the office of any
officer of the Corporation  shall become vacant for any reason,  the Board, by a
majority vote of those present at any meeting at which a quorum is present,  may
choose a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.

     3.  AUTHORITY  AND DUTIES.  All  officers,  as between  themselves  and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be provided in these By-Laws, or, to the extent not so
provided,  by the New York Business  Corporation Law or by any resolution of the
Board of Directors.

     4.  THE  CHAIRMAN OF THE BOARD. Chairman of the Board shall  perform  those
duties  assigned to him by the Board of  Directors  and may, but is not required
to, be an employee of the  Corporation,  and may, but is not required to, be the
Chief  Executive  Officer.  The  Chairman  of the Board shall be a member of the
Executive  Committee.  The Chairman of the Board,  if present and acting,  shall
preside at all  meetings of the Board of  Directors,  including  meetings of the
Executive  Committee;  otherwise,  the Chief Executive Officer or President,  if
present,  shall preside, or if the Chief Executive Officer or President does not
so preside,  any other Director chosen by the Board shall preside.  The Chairman
of the Board shall have such  powers and perform  such duties as may be assigned
to him from time to time by the Board of Directors.

     5.  VICE  CHAIRMAN OF THE BOARD.  The vice chairman of the board shall have
such powers  and  perform  such  duties  as  may be
assigned to him from time to time by the Board of Directors.

     6.  THE CHIEF EXECUTIVE  OFFICER. The Chief Executive  Officer shall be the
chief executive  officer of Corporation,  and, in the absence of the Chairman of
the Board,  may (if a director and so  designated  by the Board)  preside at all
meetings of the Board of Directors.  The Chief Executive  Officer shall exercise
the powers and  perform the duties  usual to the chief  executive  officer  and,
subject to the control of the Board of Directors,  shall have general management
and control of the affairs and business of the Corporation; he shall appoint and
discharge  employees and agents of the Corporation  (other than officers elected
by the Board of Directors) and fix their  compensation  (in accordance  with the
guidelines  established  by the  Board  or the  Stock  Option  and  Compensation
Committee);  and he shall see that all  orders and  resolutions  of the Board of
Directors are carried into effect.  The Chief  Executive  Officer shall have the
power  to  execute  bonds,   mortgages  and  other  contracts,   agreements  and
instruments  of a  contractual  nature  pertaining to matters which arise in the
normal  conduct and ordinary  course of business of the  Corporation.  The Chief
Executive  Officer shall also  generally  have the powers and perform the duties
which  appertain  to the office,  and shall do and perform  such other duties as
from time to time may be assigned to him by the Board of Directors.


                                      -12-
<PAGE>


     7.  THE PRESIDENT. The President shall, in the absence of a Chief Executive
Officer,  be the chief executive officer of Corporation,  and, in the absence of
the Chairman of the Board and the Chief  Executive  Officer,  may (if a Director
and so  designated  by the  Board)  preside  at all  meetings  of the  Board  of
Directors.  The President shall exercise the powers and perform the duties usual
to the  office  of  President,  and,  subject  to the  control  of the  Board of
Directors,  in the  absence of a Chief  Executive  Officer,  shall have  general
management and control of the affairs and business of the Corporation;  he shall
appoint  and  discharge  employees  and agents of the  Corporation  (other  than
officers  elected  by the Board of  Directors)  and fix their  compensation  (in
accordance with the guidelines  established by the Board or the Stock Option and
Compensation Committee); and he shall see that all orders and resolutions of the
Board of Directors are carried into effect.  The President  shall have the power
to execute bonds, mortgages and other contracts, agreements and instruments of a
contractual  nature  pertaining to matters which arise in the normal conduct and
ordinary  course of  business  of the  Corporation.  The  President  shall  also
generally  have the powers and perform the duties which  appertain to the office
and shall do and perform  such other duties as from time to time may be assigned
to him by the Board of Directors.

     8.  VICE  PRESIDENTS.  If chosen, the Vice Presidents in the order of their
seniority, shall, in the absence or disability of the President, exercise all of
the powers  and duties of the  President.  Such Vice  Presidents  shall have the
power to execute bonds,  notes,  mortgages and other  contracts,  agreements and
other  instruments of a contractual  nature pertaining to matters which arise in
the normal conduct and ordinary course of business and shall do and perform such
other  duties  incident  to the  office  of Vice  President  and as the Board of
Directors,  the  Chairman  of the  Board,  the Chief  Executive  Officer  or the
President shall direct.

     9.  The Secretary. The Secretary shall attend all sessions of the Board and
all  meetings  of the  shareholders  and  record  all votes and the  minutes  of
proceedings  in a book to be kept for that purpose and shall perform like duties
for the  Committees  when  requested.  The Secretary  shall give, or cause to be
given,  notice of all meetings of the shareholders and of the Board of Directors
and shall  perform all the duties  incident to the office of Secretary  and such
other duties as may be prescribed by the Board of Directors. The Secretary shall
affix the corporate seal to any instrument requiring it, and when so affixed, it
shall be attested by the signature of the Secretary or an Assistant Secretary or
the  Treasurer  or an  Assistant  Treasurer  who may  affix the seal to any such
instrument  in the event of the  absence or  disability  of the  Secretary.  The
Secretary  shall have and be the  custodian  of the stock  records and all other
books,  records and papers of the  Corporation  (other than financial) and shall
see that all books,  reports,  statements,  certificates and other documents and
records required by law are properly kept and filed.

     10. THE  TREASURER.  The  Treasurer  shall have the care and custody of the
corporate funds, and other valuable  effects,  including  securities,  and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and, in general, shall perform all the duties incident to the
office of  Treasurer  and such other duties as may from time to time be assigned
to him by the Chief  Executive  Officer,  the  President or the Board.  He shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  The Treasurer  shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such  disbursements,  and shall
render to the Chief  Executive  Officer,  the  President and  directors,  at the
regular meetings of the Board, or


                                      -13-
<PAGE>


whenever they may require it, an account of all transactions as Treasurer and of
the  financial  condition  of the  Corporation.  If  required  by the  Board  of
Directors,  the  Treasurer  shall give the  Corporation a bond for such term, in
such sum and with such surety or sureties as shall be  satisfactory to the Board
for  the  faithful  performance  of the  duties  of  such  office  and  for  the
restoration to the  Corporation,  in case of such person's  death,  resignation,
retirement or removal from office,  of all books,  papers,  vouchers,  money and
other  property  of  whatever  kind in such  person's  possession  or under such
person's control belonging to the Corporation.

     11. ASSISTANT SECRETARY OR ASSISTANT TREASURER.  Any Assistant Secretary or
Assistant  Treasurer,  if one or more  have been  appointed,  shall  assist  the
Secretary  or the  Treasurer,  as the case  may be,  in the  performance  of his
duties,  shall be vested  with all the powers and be required to perform all the
duties of the Secretary or Treasurer, respectively, in his absence or refusal to
act. He shall also exercise such powers and perform such duties as may be may be
conferred  or required by the Chief  Executive  Officer,  the  President  or the
Board.

     12. ADDITIONAL  OFFICERS.  The Board  may elect or appoint such  additional
officers,  including,  but not limited to, a Chief  Operating  Officer,  a Chief
Financial  Officer,  Controller,  or  otherwise  as it  may  deem  necessary  or
advisable, and may delegate the power to appoint such additional officers to any
committee or principal officer.  Such additional officers shall have such powers
and  duties and shall hold  office  for such terms as may be  determined  by the
Board or such committee or officer.  The other officers of the Corporation shall
perform  such duties as shall be assigned to them from time to time by the Board
of Directors, the Chief Executive Officer or the President.

     12. COMPENSATION. The compensation of the officers of the Corporation shall
be fixed from time to time in the manner prescribed by the Board of Directors or
by the Stock Option and Compensation Committee.


                                   ARTICLE IV

                                  MISCELLANEOUS
                                  -------------

     1.  SEAL.  The seal of the  Corporation shall be in the form  approved from
time to time by the Board of Directors.

     2.  CORPORATE  BOOKS.  The books of the  Corporation  may be kept within or
without the State of New York, at such place or places as the Board of Directors
may, from time to time, determine.

     3.  FISCAL  YEAR.  The fiscal year of the  Corporation  shall be fixed, and
shall be subject to change, by the Board of Directors.

     4.  SIGNATURES.  All  checks,  drafts,  notes,  bonds,  mortgages  or other
obligations of the  corporation  and other  instruments  shall be signed by such
officer or officers acting under authority  granted by a resolution of the Board
of Directors or as the Board of Directors may from time to time  designate or as
otherwise permitted by these Amended and Restated By-Laws.


                                      -14-
<PAGE>


     5.  STOCK  OF OTHER  CORPORATIONS. The Board  of Directors  shall have  the
right to  authorize any officer  or other person on behalf of the Corporation to
attend, act and vote at meetings of  the  stockholders  of  any  corporation  in
which the  Corporation  shall hold stock,  to  exercise  thereat any and all the
rights and powers incident to the ownership of such stock and to execute waivers
of notice of  such meetings and  calls therefor;  and authority may  be given to
exercise the same either on one or more designated  occasions,  or  generally on
all occasions until revoked by the Board. In the event that the Board shall fail
to give such authority, such  authority  may be exercised by the Chairman of the
Board,  the  Chief  Executive  Officer or the President in  person  or by  proxy
appointed by him on behalf of the Corporation.

     6.  DIVIDENDS. The Board of Directors may declare and pay dividends upon
the outstanding shares of the  Corporation  from time to time and to such extent
as they deem advisable, in the manner and upon the terms and conditions provided
by the New  York Business Corporation Law  and the Certificate of Incorporation.

     7.  GENDER.  The use of masculine gender  herein shall include the feminine
gender where the context so requires.


                                    ARTICLE V

                                 INDEMNIFICATION
                                 ---------------

     1.  INDEMNIFICATION   OF   DIRECTORS  OR  OFFICERS.  The  Corporation  will
indemnify  to the fullest extent then  permissible  under the  New York Business
Corporation Law and the Insurance Law of New York each person who shall serve at
any time as director or officer of the Corporation.

     2.  INDEMNIFICATION OF DIRECTORS.  Subject to the applicable  provisions of
the New York Business Corporation Law:

         (a) GENERAL. The Corporation (i) may indemnify a director or a director
and officer of the Corporation  ("Indemnitee") made, or threatened to be made, a
party to an action,  suit or proceeding by or in the right of the Corporation to
procure a judgment in its favor, and (ii) shall indemnify an Indemnitee made, or
threatened  to be made,  a party to an  action,  suit or  proceeding  including,
without limitation,  one by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other  enterprise,  which such Indemnitee served in any capacity
at the request of the  Corporation,  to procure a judgment in its favor,  (other
than an action,  suit or proceeding  referred to in clause (i)),  whether civil,
criminal,  administrative or  investigative,  by reason of the fact that he, his
testator  or  intestate,  was a  director  or a  director  and  officer  of  the
Corporation,  or served  such other  corporation,  partnership,  joint  venture,
trust,  employee  benefit  plan or other  enterprise  in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys' fees,  actually and necessarily  incurred as a result of such action,
suit or proceeding, or any appeal therein, provided that the Indemnitee acted in
good faith, for a purpose which he reasonably believed to be in, or, in the case
of service for any other corporation or any partnership,  joint venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the Corporation and, in criminal actions and  proceedings,  in addition,  had no
reasonable cause to believe that his conduct was unlawful; and


                                      -15-
<PAGE>


further  provided  that the  Corporation  shall not be required to  indemnify an
Indemnitee  with  respect to any action,  suit or  proceeding  commenced by such
Indemnitee, or any counterclaim,  cross-claim,  or third-party claim asserted by
the Indemnitee against the Corporation.

         (b)  ENTITLEMENT  TO  INDEMNIFICATION.   An  Indemnitee  who  has  been
successful,  on the merits or  otherwise,  in the defense of a civil,  criminal,
administrative  or  investigative  action,  suit or  proceeding of the character
described in this Article V, Section 2, shall be entitled to  indemnification as
authorized  in this  Article  V,  Section  2.  An  Indemnitee  who has not  been
successful,  on the merits or  otherwise,  in the defense of a civil,  criminal,
administrative  or  investigative  action,  suit or  proceeding of the character
described  in this  Article V,  Section 2, shall  nevertheless  be  entitled  to
indemnification as authorized in this Article V, Section 2, unless a judgment or
other final  adjudication  adverse to such Indemnitee  establishes that his acts
were (i)  committed  in bad faith or were the  result of active  and  deliberate
dishonesty and were material to the cause of action so adjudicated, or (ii) that
he personally  gained in fact a financial  profit or other advantage to which he
was not legally entitled.

         (c) NO  PRESUMPTION.  The  termination  of any  such  civil,  criminal,
administrative  or  investigative   action,  suit  or  proceeding  by  judgment,
settlement,  conviction or upon a plea of nolo  contendere,  or its  equivalent,
shall not in itself create a  presumption  that any such director or officer did
not act in good faith, for a purpose which he reasonably  believed to be in, or,
in the case of  service  for any other  corporation  or any  partnership,  joint
venture,  trust, employee benefit plan or other enterprise,  not opposed to, the
best interests of the  Corporation  or that he had  reasonable  cause to believe
that his conduct was unlawful.

         (d) EMPLOYEE  BENEFIT PLANS. For the purpose of this Article V, Section
2, a  corporation  shall be deemed to have  requested an  Indemnitee to serve an
employee  benefit plan where the performance by such Indemnitee of his duties to
the Corporation also imposes duties on, or otherwise  involves services by, such
Indemnitee to the plan or  participants  or  beneficiaries  of the plan.  Excise
taxes  assessed  on an  Indemnitee  with  respect to an  employee  benefit  plan
pursuant  to  applicable  law shall be  considered  fines for  purposes  of this
Article V, Section 2. Action taken or omitted by an  Indemnitee  with respect to
an employee  benefit plan in the performance of such  Indemnitee's  duties for a
purpose  reasonably  believed by such  Indemnitee  to be in the  interest of the
participants  and  beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Corporation.

         (e) ADVANCEMENT OF EXPENSES.  Expenses (including,  without limitation,
attorney's fees and expenses) actually and necessarily incurred by an Indemnitee
in defending an actual or  threatened  action,  suit or  proceeding  may, at the
discretion of the Board of Directors,  be paid by the  Corporation in advance of
the  final  disposition  of  such  action  or  proceeding  upon  receipt  of  an
undertaking  by or on behalf of such  Indemnitee to repay such amount as, and to
the  extent,   the  Indemnitee  is  ultimately  found  not  to  be  entitled  to
indemnification  or the  expenses  so  advanced  by the  Corporation  exceed the
indemnification to which he is entitled.


                                      -16-
<PAGE>


                                   ARTICLE VI

                                   AMENDMENTS
                                   ----------

         All  by-laws  of the  Corporation  shall be subject  to  alteration  or
repeal,  and new by-laws may be made,  by the unanimous  written  consent of all
Directors, by the affirmative vote of a majority of the Board of Directors given
at any  regular  meeting  or at a special  meeting  of the  Board of  Directors,
(provided  notice of the  proposed  alteration  or repeal or of the proposed new
by-laws be included in the notice of such special  meeting),  by the affirmative
vote of  holders  of  record  of a  majority  of the  outstanding  stock  of the
Corporation,  given at an annual  meeting or at any  special  meeting  (provided
notice of the  proposed  alteration  or repeal or of the proposed new by-laws be
included  in the  notice  of such  special  meeting),  or, if  permitted  by the
Certificate  of  Incorporation,  such  action may be taken  without a meeting on
written  consent,  setting  forth the action so taken,  signed by the holders of
outstanding shares having not less than the minimum number of votes specified in
the Certificate of  Incorporation  (including less than all outstanding  shares)
sufficient  for  corporate  action 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.  By-laws made or altered by the Board of  Directors  shall be
subject to alteration or repeal by the shareholders.


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