EXHIBIT 10.1

                                               As amended through March 31, 2005

                                     BY-LAWS

                                       of

                             HAEMONETICS CORPORATION

                                    ARTICLE I

                            Articles of Organization

        The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and of
its Directors and shareholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization; and the Articles of Organization, as from time to time amended,
are hereby made a part of these By-Laws. All references in these By-Laws to the
Articles of Organization shall be construed to mean the Articles of Organization
of the Corporation as from time to time amended.

                                   ARTICLE II

                         Annual Meeting of Shareholders

        The annual meeting of the shareholders shall be held on a date and at a
time as shall be designated from time to time by the Board of Directors, the
Chairman of the Board or the President and stated in the notice of the meeting.
Purposes for which an Annual Meeting is to be held, additional to those
prescribed by law and these By-Laws, may be specified solely by the Directors.

        If such Annual Meeting has not been held as herein provided, or the time
for an Annual Meeting is not fixed in accordance with these By-Laws to be held
within thirteen (13) months after the last Annual Meeting was held, a Special
Meeting of the Shareholders in Lieu of the Annual Meeting may be held, and any
business transacted or elections held at such Special Meeting shall have the
same effect as if transacted or held at the Annual Meeting, and in such case all
references in these By-Laws, except in this Article II, to the Annual Meeting of
the Shareholders shall be deemed to refer to such Special Meeting. Any such
Special Meeting shall be called, and the purposes thereof shall be specified in
the Call, as provided in Article III of these By-Laws.

        To be properly brought before the meeting, business must be of a nature
that is appropriate for consideration at an Annual Meeting and must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a shareholder in accordance with clause
(a) or (b) below, as applicable.

        (a)     In addition to any other applicable requirements, for business
                to be properly brought by a shareholder at the Corporation's
                Annual Meeting to be held in 2005, the shareholder must have
                given timely notice thereof in writing to the Secretary of the
                Corporation. To be timely, each such notice must be given either
                by personal delivery or by United States mail, postage prepaid,
                to the Secretary of the Corporation not later than sixty (60)
                days prior to the date such meeting was held in the prior year.
                The notice shall set forth (i) information concerning the
                shareholder, including his or her name and address, (ii) a
                representation that the shareholder is entitled to vote at such
                meeting and intends to appear in person or by proxy at the
                meeting to present the matter specified in the notice, and (iii)
                such other information as would be required to be included in a
                proxy statement soliciting proxies for the presentation of such
                matter to the meeting.

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        (b)     In addition to any other applicable requirements, for business
                to be properly brought by a shareholder at the Corporation's
                Annual Meetings to be held in 2006 and thereafter, the
                shareholder must have given timely notice thereof in writing to
                the Secretary of the Corporation. To be timely, a shareholder's
                notice shall be delivered to the Secretary at the principal
                executive offices of the Corporation not later than the close of
                business on the 90th day nor earlier than the close of business
                on the 120th day prior to the first anniversary of the preceding
                year's Annual Meeting; provided, however, that in the event that
                the date of the Annual Meeting is advanced by more than 30 days
                before or delayed by more than 60 days after such anniversary
                date, notice by the shareholder to be timely must be so
                delivered not earlier than the close of business on the 120th
                day prior to such Annual Meeting and not later than the close of
                business on the later of the 90th day prior to such Annual
                Meeting or the 10th day following the day on which public
                announcement of the date of such meeting is first made. Such
                shareholder's notice shall set forth (a) a brief description of
                the business desired to be brought before the meeting, the
                reasons for conducting such business at the meeting, any
                material interest in such business of such shareholder and the
                beneficial owner, if any, on whose behalf the proposal is made,
                and the names and addresses of other shareholders known by the
                shareholder proposing such business to support such proposal,
                and the class and number of shares of the Corporation's capital
                stock beneficially owned by such other shareholders; and (b) as
                to the shareholder giving the notice and the beneficial owner,
                if any, on whose behalf the proposal is made (i) the name and
                address of such shareholder, as they appear on the Corporation's
                books, and of such beneficial owner, and (ii) the class and
                number of shares of the Corporation which are owned beneficially
                and of record by such shareholder and such beneficial owner.

                Only such business shall be conducted at an Annual Meeting as
        shall have been brought before the meeting in accordance with the
        provisions of this By-law. The Board of Directors or a designated
        committee thereof shall have the power to determine whether any business
        proposed to be brought before the meeting was made in accordance with
        the provisions of this By-law. If neither the Board of Directors nor
        such designated committee makes a determination as to whether any
        shareholder proposal was made in accordance with the provisions of this
        By-law, the presiding officer of the Annual Meeting shall have the power
        and duty to determine whether the shareholder proposal was made in
        accordance with the provisions of this By-law. If the Board of Directors
        or a designated committee thereof or the presiding officer, as
        applicable, determines that any shareholder proposal was not made in
        accordance with the provisions of this By-law, such proposal or
        nomination shall be disregarded and shall not be presented for action at
        the Annual Meeting.

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                For purposes of this By-law, "public announcement" shall mean
        disclosure in a press release reported by the Dow Jones News Service,
        Associated Press, Business Wire or comparable national news service or
        in a document publicly filed by the Corporation with the Securities and
        Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
        Act.

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

                                   ARTICLE III

                        Special Meetings of Shareholders

        A Special Meeting of the Shareholders may be called at any time by the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them. A Special Meeting of Shareholders
shall be called by the Secretary, or in the case of the death, absence,
incapacity or refusal of the Secretary, by any other officer, upon written
application of one or more shareholders who hold at least (i) eighty percent
(80%) in interest of the capital stock of the Corporation entitled to vote at
such meeting, or (ii) such lesser percentage, if any, (but not less than forty
percent (40%)) as shall be determined to be the maximum percentage which the
Corporation is permitted by applicable law to establish for the call of such a
meeting. Such call shall state the time, place, and purposes of the meeting.
Only business within the purpose or purposes described in the meeting notice may
be conducted at a Special Meeting.

                                   ARTICLE IV

                         Place of Shareholders' Meetings

        All meetings of the shareholders shall be held at the principal office
of the Corporation in Massachusetts, unless a different place within
Massachusetts or, if permitted by the Articles of Organization, elsewhere within
the United States is designated by the Chairman of the Board of Directors, the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them. Any adjourned session of any meeting
of the shareholders shall be held at such place within Massachusetts or, if
permitted by the Articles of Organization, elsewhere within the United States as
is designated in the vote of adjournment.

                                    ARTICLE V

                        Notice of Shareholders' Meetings

        A written Notice of the place, date and hour of all meetings of
shareholders stating the purposes of the meeting shall be given at least seven
(7) days and not more than sixty (60) days before the meeting to each
shareholder entitled to vote thereat, by leaving such Notice with him

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or at his residence or usual place of business, or by mailing, postage prepaid,
and addressed to such shareholder at his address as it appears in the records of
the Corporation. Such Notice shall be given by the Secretary, or in the case of
the death, absence, incapacity or refusal of the Secretary, by any other officer
or by a person designated either by the Secretary, by the person or persons
calling the meeting or by the Board of Directors. Notice may be delivered to a
shareholder by electronic transmission in a manner specified by the shareholder,
including by facsimile transmission, electronic mail or posting on an electronic
network. Whenever Notice of a meeting is required to be given a shareholder
under any provision of law, of the Articles of Organization, or of these
By-Laws, a written Waiver thereof, executed before or after the meeting by such
shareholder or his attorney thereunto authorized, and filed with the records of
the meeting, shall be deemed equivalent to such Notice. In addition, any
shareholder who attends the meeting (i) without objecting to holding the meeting
or transacting business at the meeting at the beginning of the meeting waives
objection to lack of notice or defective notice of the meeting or (ii) without
objecting to the consideration of a particular matter when it is presented
waives objection that consideration of the matter is not within the purposes
described in the notice for such meeting.

                                   ARTICLE VI

                       Quorum of Shareholders; Adjournment

        At any meeting of the shareholders, a quorum for the election of any
Director or for the consideration of any question shall consist of a majority of
the votes entitled to be cast on the matter, except that if two or more voting
groups are entitled to vote for the election of any Director or upon any
question, then in the case of each such voting group a quorum for the election
of any Director or for the consideration of such question shall consist of a
majority of the votes entitled to be cast on the matter by the voting group. As
used in these By-Laws, a voting group includes all shares of one or more classes
or series that, under the Articles of Organization or the Massachusetts Business
Corporation Act, are entitled to vote and to be counted together collectively on
a matter at a meeting of shareholders. Stock owned by the Corporation, if any,
except stock held directly or indirectly by it in a fiduciary capacity, shall be
disregarded in determining any quorum.

        Whether or not a quorum is present, any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the question, and the
meeting may be held as adjourned without further notice. When any meeting is
convened, the presiding officer may adjourn the meeting if (a) no quorum is
present for the transaction of business, (b) the Board of Directors determines
that adjournment is necessary or appropriate to enable the shareholders to
consider fully information which the Board of Directors determines has not been
made sufficiently or timely available to shareholders, or (c) the Board of
Directors determines that adjournment is otherwise in the best interests of the
Corporation.

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                                   ARTICLE VII

                               Proxies and Voting

        Except as may otherwise be provided in the Articles of Organization,
shareholders entitled to vote shall have one vote for each share of stock
entitled to vote owned by them. Shareholders entitled to vote may vote in person
or by proxy, which vote may consist of an electronic transmission in accordance
with the Massachusetts Business Corporation Act. Except as otherwise provided by
law, no proxy dated more than eleven (11) months before the meeting named
therein shall be valid and no proxy shall be valid after the final adjournment
of such meeting. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to the
exercise of the proxy the Corporation receives specific written notice to the
contrary from any one of them. Subject to Section 7.24 of the Massachusetts
Business Corporation Act (or any successor provision), a proxy purporting to be
executed by or on behalf of a shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. Proxies shall be filed with the Secretary, or
person performing the duties of secretary, at the meeting, or any adjournment
thereof, before being voted.

        When a quorum for an election is present at any meeting, a plurality of
the votes properly cast for any office shall elect such office. When a quorum
for the consideration of a proposal is present at any meeting, favorable action
on the proposal is taken if the votes cast favoring the action exceed the votes
cast opposing the action; except that if two or more voting groups are entitled
to vote upon such proposal, then in the case of each such voting group,
favorable action on the proposal is taken if the votes cast within the group
favoring the action exceed the votes cast opposing the action; and except in any
case where a different vote is required by law, by the Articles of Organization
or by these By-Laws.

        The Corporation shall not, directly or indirectly, vote upon any share
of its own stock; but nothing herein shall be construed as limiting the right of
the Corporation to vote shares of stock held directly or indirectly by it in a
fiduciary capacity.

        Any action required or permitted to be taken at any meeting of the
shareholders may be taken without a meeting if all shareholders entitled to vote
on the matter consent to the action in writing and the written Consents are
delivered to the Corporation for inclusion with the records of the meetings of
shareholders within sixty (60) days of the earliest dated Consent delivered to
the Corporation. Such Consents shall be treated for all purposes as a vote at a
meeting.

        The Chairman of the Board, or in his absence the President, or in
absence of both the Chairman of the Board and the President, a Vice-President
shall call meetings of the shareholders to order and shall act as chairman
(presiding officer) thereof. The Secretary of the Corporation, if present, shall
record the proceedings of all meetings of shareholders and, in the absence of
the Secretary, the presiding officer may appoint a secretary pro tempore of the
meeting.

        Unless otherwise provided in the Articles of Organization, if authorized
by the Board of Directors, subject to such guidelines and procedures as the
Board of Directors may adopt, shareholders and proxy holders not physically
present at a meeting of shareholders may, by

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means of remote communications: (i) participate in a meeting of shareholders;
and (ii) be deemed present in person and vote at a meeting of shareholders,
provided that: (a) the Corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a shareholder or proxy holder; (b) the Corporation shall
implement reasonable measures to provide such shareholders and proxy holders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the shareholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings; and
(c) if any shareholder or proxy holder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the Corporation.

                                  ARTICLE VIII

                               Board of Directors

        The business and affairs of this Corporation shall be managed under the
direction of a Board of Directors consisting of not fewer than three (3) nor
more than eight (8) Directors, the exact number to be determined from time to
time by resolution adopted by the affirmative vote of a majority of the entire
Board of Directors, such Board of Directors to be divided into such classes and
elected by such shareholders as have the right to vote thereon, for such terms
as are provided in the Articles of Organization. Each Director shall hold office
until his successor shall have been elected and qualified subject to Article
XVIII of these By-Laws. Whenever used in these By-Laws, the phrase "entire Board
of Directors" shall mean that number of Directors fixed by the most recent
resolution adopted pursuant to the preceding sentence prior to the date as of
which a determination of the number of Directors then constituting the entire
Board of Directors shall be relevant for any purpose under these By-Laws. No
Director need be a shareholder.

        Nominations for the election of Directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote generally in the election of Directors. However,
any shareholder entitled to vote generally in the election of Directors may
nominate one or more persons for election as Directors at a meeting only in
accordance with the following clause (a) or (b), as applicable.

        (a)     In addition to any other applicable requirements, for a
                shareholder to properly nominate one or more persons for
                election as Directors at the Corporation's Annual Meeting to be
                held in 2005, the shareholder must provide written notice of
                such shareholder's intent to make such nomination or
                nominations, either by personal delivery or by United States
                mail, postage prepaid, to the Secretary of the Corporation not
                later than sixty (60) days prior to the date of the prior year's
                Annual Meeting. Each such notice to the Secretary shall set
                forth (i) the names and addresses of the shareholder and his or
                her nominees; (ii) a representation that the shareholder is
                entitled to vote at such meeting and intends to appear in person
                or by proxy at the meeting to nominate the person or persons
                specified in the notice; (iii) a description of all arrangements
                or

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                understandings between the shareholder and each such nominee;
                (iv) such other information as would be required to be included
                in a proxy statement soliciting proxies for the election of the
                nominees of such shareholder; and (v) the consent of each
                nominee to serve as a Director of the Corporation if so elected.
                The Corporation may require any proposed nominee to furnish such
                other information as may reasonably be required by the
                Corporation to determine the eligibility of such proposed
                nominee to serve as a Director of the Corporation. The presiding
                officer of the meeting may, if the facts warrant, determine that
                a nomination was not made in accordance with the foregoing
                procedure, and if he should so determine, he shall so declare to
                the meeting and the defective nomination shall be disregarded.

        (b)     In addition to any other applicable requirements, for a
                shareholder to properly nominate one or more persons for
                election as Directors at the Corporation's Annual Meetings to be
                held in 2006 and thereafter, the shareholder must have given
                timely notice thereof in writing to the Secretary of the
                Corporation. To be timely, a shareholder's notice shall be
                delivered to the Secretary at the principal executive offices of
                the Corporation not later than the close of business on the 90th
                day nor earlier than the close of business on the 120th day
                prior to the first anniversary of the preceding year's Annual
                Meeting; provided, however, that in the event that the date of
                the Annual Meeting is advanced by more than 30 days before or
                delayed by more than 60 days after such anniversary date, notice
                by the shareholder to be timely must be so delivered not earlier
                than the close of business on the 120th day prior to such Annual
                Meeting and not later than the close of business on the later of
                the 90th day prior to such Annual Meeting or the 10th day
                following the day on which public announcement of the date of
                such meeting is first made. Such shareholder's notice shall set
                forth (a) as to each person whom the shareholder proposes to
                nominate for election or reelection as a director, all
                information relating to such person that is required to be
                disclosed in solicitations of proxies for election of directors
                in an election contest, or is otherwise required, in each case
                pursuant to Regulation 14A under the Securities Exchange Act of
                1934, as amended (the "Exchange Act") (including such person's
                written consent to being named in the proxy statement as a
                nominee and to serving as a director if elected); and (b) as to
                the shareholder giving the notice and the beneficial owner, if
                any, on whose behalf the nomination is made (i) the name and
                address of such shareholder, as they appear on the Corporation's
                books, and of such beneficial owner, and (ii) the class and
                number of shares of the Corporation which are owned beneficially
                and of record by such shareholder and such beneficial owner.

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                Notwithstanding anything in the second sentence of the foregoing
        clause (b) to the contrary, in the event that the number of directors to
        be elected to the Board of Directors of the Corporation is increased and
        there is no public announcement naming all of the nominees for director
        or specifying the size of the increased Board of Directors made by the
        Corporation at least 85 days prior to the first anniversary of the
        preceding year's Annual Meeting, a shareholder's notice required by this
        By-law shall also be considered timely, but only with respect to
        nominees for any new positions created by such increase, if it shall be
        delivered to the Secretary at the principal executive offices of the
        Corporation not later than the close of business on the 10th day
        following the day on which such public announcement is first made by the
        Corporation.

                Only such persons who are nominated in accordance with the
        provisions of this By-law shall be eligible for election and to serve as
        directors. The Board of Directors or a designated committee thereof
        shall have the power to determine whether a nomination was made in
        accordance with the provisions of this By-law. If neither the Board of
        Directors nor such designated committee makes a determination as to
        whether any nomination was made in accordance with the provisions of
        this By-law, the presiding officer of the Annual Meeting shall have the
        power and duty to determine whether the nomination was made in
        accordance with the provisions of this By-law. If the Board of Directors
        or a designated committee thereof or the presiding officer, as
        applicable, determines that any nomination was not made in accordance
        with the provisions of this By-law, such proposal or nomination shall be
        disregarded and shall not be presented for action at the Annual Meeting.

                For purposes of this By-law, "public announcement" shall mean
        disclosure in a press release reported by the Dow Jones News Service,
        Associated Press, Business Wire or comparable national news service or
        in a document publicly filed by the Corporation with the Securities and
        Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
        Act.

                Notwithstanding the foregoing provisions of this By-law, a
        shareholder shall also comply with all applicable requirements of the
        Exchange Act and the rules and regulations thereunder with respect to
        the matters set forth in this By-law.

                                   ARTICLE IX

                               Powers of Directors

        The business of the Corporation shall be managed under the direction of
the Board of Directors, which shall exercise all the powers of the Corporation
except as otherwise required by law, by the Articles of Organization or by these
By-Laws. In the event of one or more vacancies in the Board of Directors, the
remaining Directors, except as otherwise required by law, may exercise the
powers of the full Board until such vacancy or vacancies are filled.

        Any unissued capital stock from time to time authorized under the
Articles of Organization and Amendments thereto may be issued, and any shares of
capital stock restored to the status of authorized but unissued stock may be
reissued, by vote of the Directors.

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                                    ARTICLE X

                             Committees of Directors

        By vote of a majority of the Directors then in office, the Directors may
elect from their own number an Executive Committee or other Committees and may
by like vote delegate to any such Committee some or all of their powers except
those which by law may not be delegated.

                                   ARTICLE XI

                       Meetings of the Board of Directors;
                            Action without a Meeting

        Regular meetings of the Board of Directors may be held without call or
notice at such places and at such times as the Board may from time to time
determine; provided, however, that reasonable notice of such determination and
of any changes therein is given to each member of the Board then in office. A
regular meeting of the Board of Directors may be held without call or notice
immediately after and at the same place as the Annual Meeting of Shareholders,
or any Special Meeting held in lieu thereof.

        Special meetings of the Board of Directors may be held at any time and
at any place when called by the President, the Treasurer, the Chairman of the
Board, or two or more Directors, reasonable notice thereof being given to each
Director by the Secretary, or in the case of death, absence, incapacity or
refusal of the Secretary, by the officer or Directors calling the meeting. In
any case, it shall be deemed sufficient notice to a Director to send notice by
mail at least forty-eight (48) hours, or by telegram or by facsimile
transmission or other electronic means at least twenty-four (24) hours, before
the meeting, addressed to him at his usual or last known business or residence
address (which may include his telecopy number or electronic mail address); or
to give notice to him in person, either by telephone or by handing him a written
notice, at least twenty-four (24) hours before the meeting.

        Notwithstanding the foregoing, notice of a meeting need not be given to
any Director if a written waiver of notice, executed by him before or after the
meeting, or delivered by means of electronic transmission, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting at its commencement or promptly upon his arrival, the holding of the
meeting, or who thereafter votes for or assents to any action taken at the
meeting. A notice of a meeting or a waiver of notice need not specify the
purposes of the meeting.

        Any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if a written consent thereto is signed
by all the Directors, or delivered to the Corporation by means of electronic
transmission, and such written consent is filed with the records of the meetings
of the Directors. Such consent shall be treated as a vote at a meeting for all
purposes. Such consents may be executed in one or more counterparts and not
every Director need sign the same counterpart.

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        Members of the Board of Directors or any committee designated thereby
may participate in a meeting of such Board or committee by, or conduct the
meeting through the use of, any means of communication by which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.

                                   ARTICLE XII

                               Quorum of Directors

        At any meeting of the Board of Directors, a quorum shall consist of a
majority of the Directors then in office, but a smaller number may make a
determination pursuant to Section 8.55 or Section 8.56 of the Massachusetts
Business Corporation Act, or any successor provision. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice. When a quorum is present at any meeting, the votes of a
majority of the Directors present shall be requisite and sufficient for
appointment to any office, and a majority of the Directors present shall decide
any question brought before such meeting, except in any case where a different
vote is required by law, by the Articles of Organization or by these By-Laws.

                                  ARTICLE XIII

                               Officers and Agents

        The officers of the Corporation shall be a President, a Chairman of the
Board, a Treasurer, a Secretary, and such other officers, which may include a
Controller, one or more Vice Presidents, Assistant Treasurers, Assistant
Secretaries, or Assistant Controllers, as the Board of Directors may, in its
discretion, appoint. The Corporation may also have such agents, if any, as the
Board of Directors may, in its discretion, appoint. The President need not be a
Director. The Secretary shall be a resident of Massachusetts unless the
Corporation has a resident agent appointed for the purpose of receiving service
of process. So far as is permitted by law, any two or more offices may be held
by the same person.

        Subject to law, to the Articles of Organization and the other provisions
of these By-Laws, each officer shall have, in addition to the duties and powers
herein set forth, such duties and powers as are commonly incident to his office
and as the Board of Directors may from time to time designate.

        The President, Chairman of the Board, Treasurer and Secretary shall be
appointed annually by the Board of Directors at its first meeting following the
Annual Meeting of Shareholders, by vote of a majority of the full Board of
Directors. Such other officers of the Corporation as may be created in
accordance with these By-Laws may be filled at such meeting by vote of a
majority of the full Board of Directors or any other time by vote of a majority
of the Directors then in office.

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        Each officer shall (subject to Article XVIII of these By-Laws) hold
office until the first meeting of the Board of Directors following the next
Annual Meeting of Shareholders and until his successor is appointed and
qualified, or until he sooner dies, resigns, is removed, or becomes
disqualified. Each agent shall retain his authority at the pleasure of the Board
of Directors.

        Any officer, employee, or agent of the Corporation may be required, as
and if determined by the Board of Directors, to give bond for the faithful
performance of his duties.

        Notwithstanding the foregoing, and without limiting the powers of the
Board of Directors set forth above, the President shall have the authority to
appoint from time to time one or more Vice Presidents. Any Vice President
appointed by the President shall hold office until his successor is appointed or
until he sooner dies, resigns, is removed or becomes disqualified. The President
or the Directors may remove from office any Vice President appointed by the
President, with or without assignment of cause.

        The Corporation may enter into employment contracts with officers
authorized by the Board of Directors extending beyond the terms of office of the
Directors. An employment contract shall be valid despite any inconsistent
provision of these By-Laws relating to terms of officers and removal of officers
with or without cause, but shall not affect the authority of the Board of
Directors to remove officers. Any removal or failure to reappoint an officer
shall be without prejudice to the officer's contract rights, if any.

                                   ARTICLE XIV

              President and Vice Presidents; Chairman of the Board

        The Chairman of the Board shall be a member of the Board of Directors
and shall preside at its meetings and at the meetings of the shareholders. He
shall advise and counsel with the President. [The Chairman of the Board shall be
the Chief Executive Officer of the Corporation] and shall have general charge
and supervision of the business, property and affairs of the Corporation and
such other powers and duties as the Board of Directors may prescribe, subject to
the control of the Board of Directors, unless otherwise provided by law, the
Articles of Organization, these By-Laws or by specific vote of the Board of
Directors. [Consider corporate governance/ISS considerations of allowing for the
Chairman and CEO to be separate offices]

        The President shall have such duties and powers as shall be designated
from time to time by the Board of Directors or by the Chairman, and, in any
case, shall be responsible to and shall report to the Board of Directors. [In
the absence or disability of the Chairman, the President shall have the powers
and duties of the Chairman.]

        Any Vice President shall have such duties and powers as shall be
designated from time to time by the Board of Directors or by the President, and,
in any case, shall be responsible to and shall report to the President. In the
absence or disability of the President, the Vice President or, if there be more
than one, the Vice Presidents in the order of their seniority or as otherwise
designated by the Board of Directors, shall have the powers and duties of the
President.

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                                   ARTICLE XV

                        Treasurer and Assistant Treasurer

        The Treasurer may be the Chief Financial Officer of the Corporation or
any other person appointed by the Board of Directors, and shall be in charge of
its funds and the disbursements thereof, subject to the President and the Board
of Directors, and shall have such duties and powers as are commonly incident to
the office of a corporate treasurer and such other duties and powers as may be
prescribed from time to time by the Board of Directors or the President, or if
the Treasurer is other than the Chief Financial Officer, then by the Chief
Financial Officer. If no Controller is elected, the Treasurer shall also have
the duties and powers of the Controller as provided in these By-Laws. The
Treasurer shall be responsible to and shall report to the Board of Directors,
but in the ordinary conduct of the Corporation's business, shall be under the
supervision of the President, or if the Treasurer is not the Chief Financial
Officer, shall be under the supervision of the Chief Financial Officer.

        Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Treasurer, and
shall be responsible to and shall report to the Treasurer. In the absence or
disability of the Treasurer, the Assistant Treasurer or, if there be more than
one, the Assistant Treasurers, in their order of seniority or as otherwise
designated by the Board of Directors shall have the powers and duties of the
Treasurer. If no Assistant Treasurer is elected, the Vice President, Finance
shall have the powers and duties of the Treasurer in the absence or disability
of the Treasurer.

                                   ARTICLE XVI

                                   Controller

        If a Controller is elected, he shall be the chief accounting officer of
the Corporation and shall be in charge of its books of account and accounting
records and of its accounting procedures, and shall have such duties and powers
as are commonly incident to the office of a corporate controller and such other
duties and powers as may be prescribed from time to time by the Board of
Directors or by the President. The Controller shall be responsible to and shall
report to the Board of Directors, but in the ordinary conduct of the
Corporation's business, shall be under the supervision of the President.

        Any Assistant Controller shall have duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Controller, and
shall be responsible to and shall report to the Controller. If the absence or
disability of the Controller, the Assistant Controller or, if there be more than
one, Assistant Controllers in their order of seniority or as otherwise
designated by the Board of Directors, shall have the powers and duties of the
Controller.

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                                  ARTICLE XVII

                        Secretary and Assistant Secretary

        The Secretary shall record all proceedings of the shareholders in books
to be kept therefor, and shall have custody of the Corporation's records,
documents and valuable papers. In the absence of the Secretary from any such
meeting, the Assistant Secretary, if any, may act as temporary secretary, and
shall record the proceedings thereof in the aforesaid books, or a temporary
secretary may be chosen by vote of the meeting.

        The Secretary shall also keep, or cause to be kept, the stock transfer
records of the Corporation which shall contain a complete list of the names and
addresses of all shareholders and the amount of stock held by each.

        Unless the Board of Directors shall otherwise designate, the Secretary
or, in his absence, the Assistant Secretary, if any, shall have custody of the
corporate seal and be responsible for affixing it to such documents as may be
required to be sealed.

        The Secretary shall have such other duties and powers as are commonly
incident to the office of a corporate secretary, and such other duties and
powers as may be prescribed from time to time by the Board of Directors or by
the President.

        The Secretary shall also record all proceedings of the Board of
Directors and of any meetings of any committees of the Board, and, in his
absence from any such meeting, a temporary secretary shall be chosen who shall
record the proceedings thereof.

        The Secretary shall attend all meetings of the Board of Directors and
shall record the proceedings thereat in books provided for that purpose which
shall be open during business hours to the inspection of any Director. He shall
notify the Directors of the meetings in accordance with these By-Laws and shall
have and may exercise such other powers and duties as the Board of Directors may
prescribe. In the absence of the Secretary at a meeting of the Board of
Directors, a temporary secretary shall be chosen.

        Any Assistant Secretary shall have such duties and powers as shall from
time to time be designated by the Board of Directors or the Secretary, and shall
be responsible to and shall report to the Secretary.

                                  ARTICLE XVIII

                            Resignations and Removals

        Any Director or officer may resign at any time by delivering his
resignation in writing to the President or the Secretary or to a meeting of the
Directors. Such resignations shall take effect at such time as is specified
therein, or if no such time is so specified, then upon delivery thereof to the
President or the Secretary or to a meeting of the Directors.

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        Directors, including Directors elected by the Directors to fill
vacancies in the Board, may be removed from office (a) with cause by vote of the
holders of a majority of the shares issued and outstanding and entitled to vote
generally in the election of Directors; or (b) with cause by vote of a majority
of the Directors then in office; provided that the Directors of a class elected
by a particular voting group may be removed only by vote of the holders of a
majority of the shares of such voting group. A Director may be removed by the
shareholders or the Directors in accordance with the foregoing, only at a
meeting called for the purpose of removing him and the meeting notice must state
that the purpose or one of the purposes of the meeting is removal of the
Director.

        The Directors may terminate or modify the authority of any agent or
employee. The Directors may remove any officer from office with or without
assignment of cause by vote of a majority of the Directors then in office.

        If cause is assigned for removal of any Director or officer, such
Director or officer may be removed only after a reasonable notice and
opportunity to be heard before the body proposing to remove him.

        No Director or officer who resigns or is removed shall have any right to
any compensation as such Director or officer for any period following his
resignation or removal, or any right to damages on account of such removal
whether his compensation be by the month or by the year or otherwise; provided,
however, that the foregoing provision shall not prevent such Director or officer
from obtaining damages for breach of any contract of employment legally binding
upon the Corporation.

                                   ARTICLE XIX

                                    Vacancies

        Any vacancy in the Board of Directors, including a vacancy resulting
from an enlargement of the Board, shall be filled by the Directors by vote of a
majority of the remaining Directors then in office, though less than a quorum.
Any Director elected in accordance with the preceding sentence shall hold office
for the remainder of the full term of the class of Directors in which the new
Directorship was created or the vacancy occurred and until such Directors'
successor shall have been elected and qualified or until he sooner dies,
resigns, is removed or becomes disqualified.

        If the office of any officer becomes vacant, the Directors may choose or
appoint a successor by vote of a majority of the Directors present at the
meeting at which such choice or appointment is made.

        Each such successor shall hold office for the unexpired term of his
predecessor and until his successor shall be chosen or appointed and qualified,
or until he sooner dies, resigns, is removed or becomes disqualified.

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                                   ARTICLE XX

                                  Capital Stock

        The authorized amount of the capital stock and the par value, if any, of
the shares shall be as fixed in the Articles of Organization. At all times when
there are two or more classes of stock, the several classes of stock shall
conform to the description and terms, and have the respective preferences,
voting powers, restrictions and qualifications set forth in the Articles of
Organization.

                                   ARTICLE XXI

                              Certificate of Stock

        The Board of Directors may authorize the issue without certificates of
some or all of the shares of any and all of the Corporation's classes or series
of stock. Except to the extent the Board of Directors has determined to issue
shares without certificates, each shareholder shall be entitled to a certificate
of the capital stock of the Corporation owned by him, in such form as shall, in
conformity to law, be prescribed from time to time by the Board of Directors.
Such certificate shall be signed by either the President or a Vice President,
and by either the Treasurer or an Assistant Treasurer, and shall bear the
corporate seal or its facsimile; but when any such certificate is signed by a
transfer agent or by a registrar other then a Director, officer, or employee of
the Corporation, the signature of the President or a Vice President and of the
Treasurer or an Assistant Treasurer of the Corporation, or either or both such
signatures may be facsimile. If any officer who has signed, or whose facsimile
signature has been placed on, any such certificate shall have ceased to be such
officer before such certificate is issued, the certificate may be issued by the
Corporation with the same effect as if he were such officer at the time of
issue.

        Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to law, the Articles of Organization, these
By-Laws or any agreement to which the Corporation is a party shall have the
restriction noted conspicuously on the front or back of the certificate. Every
certificate issued when the Corporation is authorized to issue more than one
class or series of stock shall set forth on its front or back either a summary
of the variations in the rights, preferences and limitations applicable to each
class and series, and the authority of the Board to determine variations for any
future class or series, or a conspicuous statement that the Corporation will
furnish a copy of such information to the holder of such certificate upon
written request and without charge.

                                       15
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                                  ARTICLE XXII

                           Transfer of Shares of Stock

        Subject to the restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the books of the Corporation
only by the surrender to the Corporation, or its transfer agent, of the
certificate therefor properly endorsed or accompanied by a written assignment or
power of attorney properly executed, with all requisite stock transfer stamps
affixed, and with such proof of the authenticity and effectiveness of the
signature as the Corporation or its transfer agent shall reasonably require.
Except as may otherwise be required by law, the Articles of Organization, or
these By-Laws, the Corporation shall have the right to treat the person
registered on the stock transfer books as the owner of any shares of the
Corporation's stock as the owner-in-fact thereof for all purposes, including the
payment of dividends, liability for assessments, the right to vote with respect
thereto and otherwise, and accordingly shall not be bound to recognize any
attempted transfer, pledge or other disposition thereof, or any equitable or
other claim with respect thereto, whether or not it shall have actual or other
notice thereof, until such shares shall have been transferred on the
Corporation's books in accordance with these By-Laws. It shall be the duty of
each shareholder to notify the Corporation of his post office address.

                                  ARTICLE XXIII

               Transfer Agents and Registrars; Further Regulations

        The Board of Directors may appoint one or more banks, trust companies or
corporations doing a corporate trust business, in good standing under the laws
of the United States or any state therein, to act as the Corporation's transfer
agent and/or registrar for shares of capital stock, and the Board may make such
other and further regulations, not inconsistent with applicable law, as it may
deem expedient concerning the issue, transfer and registration of capital stock
and stock certificates of the Corporation.

                                  ARTICLE XXIV

                              Loss of Certificates

        In the case of the alleged loss, destruction, or wrongful taking of a
certificate of stock, a duplicate certificate may be issued in place thereof
upon receipt by the Corporation of such evidence of loss and such indemnity
bond, with or without surety, as shall be satisfactory to the President and the
Treasurer, or otherwise upon such terms, consistent with law, as the Board of
Directors may prescribe.

                                   ARTICLE XXV

                                   Record Date

        The Directors may fix in advance a time, which shall not be more than
seventy (70) days before the date of any meeting of shareholders or the date for
the payment of any dividend or the making of any distribution to shareholders,
or the last day on which the consent or dissent of shareholders may be
effectively expressed for any purpose, as the record date for determining the
shareholders having the right to notice of and to vote at, such meeting and any
adjournment thereof, or the right to receive such dividend or distribution, or
the right to give such consent or

                                       16
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dissent, and in such case, only shareholders of record on such record date shall
have such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date. If a record date for a specific action is not
fixed by the Board of Directors, and is not otherwise specified by applicable
law, the record date shall be the close of business either on the day before the
first notice is sent to shareholders, or if no notice is sent, on the day before
the meeting. A determination of shareholders entitled to notice of or to vote at
a meeting of shareholders is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date, which it shall do if the meeting
is adjourned to a date more than 120 days after the date fixed for the original
meeting.

                                  ARTICLE XXVI

                                      Seal

        The seal of the Corporation shall, subject to alteration by the Board of
Directors, consist of a flat-faced circular die with the word "Massachusetts",
together with the name of the Corporation and the year of its incorporation, cut
or engraved thereon. An impression of the seal impressed upon the original copy
of these By-Laws shall be deemed conclusively to be the seal adopted by the
Board of Directors.

                                  ARTICLE XXVII

                               Execution of Papers

        Except as the Board of Directors may generally or in particular cases
otherwise authorize or direct, all deeds, leases, transfers, contracts,
proposals, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the Corporation shall be signed or endorsed on behalf of the
Corporation by its Chairman, its President or by one of its Vice Presidents or
by its Treasurer.

                                 ARTICLE XXVIII

                                   Fiscal Year

        Except as from time to time provided by the Board of Directors, the
fiscal year of the Corporation shall end on the Saturday closest to the last day
of March.

                                       17
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                                  ARTICLE XXIX

                     Indemnification of Directors and Others

        Section 29.1 Definitions

        For purposes of this Article XXIX:

        (a) "Director/officer" means any person who is serving or has served as
a Director, officer or employee of the Corporation appointed or elected by the
Board of Directors or the shareholders of the Corporation, or any Director,
officer or employee of the Corporation who is serving or has served at the
request of the Corporation as a Director, officer, trustee, principal, partner,
member of a committee, employee or other agent of any other organization, or in
any capacity with respect to any employee benefit plan of the Corporation or any
of its subsidiaries.

        (b) "Proceeding" means any action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened in or before
any court, tribunal, administrative or legislative body or agency, and any claim
which could be the subject of a Proceeding.

        (c) "Expense" means any fine or penalty, and any liability fixed by a
judgment, order, decree or award in a Proceeding, any amount reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in connection with a Proceeding. The term "Expense" shall
include any taxes or penalties imposed on a Director/officer with respect to any
employee benefit plan of the Corporation or any of its subsidiaries.

        Section 29.2 Right to Indemnification

        Except as limited by law or as provided in Sections 29.3 and 29.4 of
this Article XXIX, each Director/officer (and his heirs and personal
representatives) shall be indemnified by the Corporation against any Expense
incurred by him in connection with each Proceeding in which he is involved as a
result of his serving or having served as a Director/officer.

        Section 29.3 Indemnification not Available

        No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been adjudicated that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation, or, to the extent that such Proceeding relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

        Section 29.4 Compromise or Settlement

        In the event that a Proceeding is compromised or settled so as to impose
any liability or obligation on a Director/officer or upon the Corporation, no
indemnification shall be provided as to said Director/officer with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Corporation, or, to the extent that such Proceeding relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

                                       18
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        Section 29.5 Advances

        The Corporation shall pay sums on account of indemnification in advance
of a final disposition of a Proceeding upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 29.3 and 29.4 hereof, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.

        Section 29.6 Not Exclusive

        Nothing in this Article XXIX shall limit any lawful rights to
indemnification existing independently of this Article 29.

        Section 29.7 Insurance

        The provisions of this Article XXIX shall not limit the power of the
Board of Directors to authorize the purchase and maintenance of insurance on
behalf of any Director/officer against any liability 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 this Article
XXIX.

                                   ARTICLE XXX

                       Voting Stock in Other Corporations

        Unless otherwise ordered by the Board of Directors, the President or, in
the case of his absence or failure to act, the Treasurer, shall have full power
and authority on behalf of the Corporation to attend and to act and to vote at
any meetings of shareholders of any corporation in which this Corporation may
hold stock, and at any such meeting shall possess and may exercise any and all
rights and powers incident to the ownership of such stock and which, as the
owner thereof, the Corporation might have possessed and exercised if present.
The Board of Directors, by resolution from time to time, or, in the absence
thereof, the President, may confer like powers upon any other person or persons
as attorneys and proxies of the Corporation.

                                  ARTICLE XXXI

                                Corporate Records

        The original or attested copies of the Articles of Organization,
By-Laws, and records of all meetings of the incorporators and shareholders, and
the stock and transfer records which shall contain the names of all shareholders
and the record address and the amount of stock held by each, shall be kept in
Massachusetts either at the principal office of the Corporation or at an office
of its transfer agent or of the Secretary. Said copies and records need not all
be kept in the same office.

                                       19
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                                  ARTICLE XXXII

                                   Amendments

        These By-Laws may at any time be altered, amended or repealed or new
By-Laws enacted by the affirmative vote of a majority of the entire Board of
Directors (if notice of the proposed alteration or amendment is contained in the
notice of the meeting at which such vote is taken or if all Directors are
present), except with respect to any provision that by law, the Articles of
Organization or these By-Laws requires action by the shareholders, or at any
regular meeting of the shareholders (or at any special meeting thereof duly
called for that purpose) by the affirmative vote of a majority of the shares
represented and entitled to vote at such meeting (if notice of the proposed
alteration or amendment is contained in the notice of such meeting).

        Notwithstanding anything contained in the preceding paragraph of this
Article XXXII to the contrary, either (i) the affirmative vote of the holders of
at least eighty percent (80%) of the votes entitled to be cast by the holders of
all shares of the Corporation entitled to vote generally in election of
Directors, voting together as a single class, or (ii) the affirmative vote of
the majority of the entire Board of Directors with the concurring vote of a
majority of the Continuing Directors, voting separately and as a subclass of
Directors, shall be required to alter, amend, or repeal or adopt any provision
inconsistent with Article II, Article VIII, Article XVIII, and this paragraph of
this Article XXXII. For purposes of this Article XXXII, the term "Continuing
Director" shall have the meaning ascribed to it in Article 6 of the Articles of
Organization of the Corporation.

                                 ARTICLE XXXIII

                        Control Share Acquisition Statute

        The provisions of Chapter 110D of the Massachusetts General Laws shall
not be applicable to the Corporation.

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