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                                PENNZOIL COMPANY

                                    BY-LAWS
                                  (As Amended)

                                   ARTICLE I.
                            MEETINGS OF SHAREHOLDERS

        SECTION 1. The annual meeting of the shareholders of this Corporation
shall be held on the second Thursday of May in each year, at ten o'clock
A.M., and on any subsequent day or days to which such meeting may be adjourned,
for the purposes of electing directors and of transacting such other business
as may properly come before the meeting.  The Board of Directors shall
designate the place for the holding of such meeting, and at least ten days'
notice shall be given to the shareholders of the place so fixed.  If the day
designated herein is a legal holiday, the annual meeting shall be held
on the first succeeding day which is not a legal holiday.  If for any reason
the annual meeting shall not be held on the day designated herein, the Board of
Directors shall cause the annual meeting to be held as soon thereafter as may
be convenient.

        SECTION 2.  Special meetings of the shareholders may be called at any
time by the Board of Directors, the Chairman of the Board, the Executive
Committee, the Chairman of the Executive Committee or the President.  Upon
written request of any person or persons who have duly called a special
meeting, it shall be the duty of the Secretary of the Corporation to fix the
date of the meeting to be held not less than ten nor more than sixty days after
the receipt of the request and to give due notice thereof.  If the Secretary
shall neglect or refuse to fix the date of the meeting and give notice thereof,
the person or persons calling the meeting may do so.

        SECTION 3.  Every special meeting of the shareholders shall be held at
such place within or without the State of Delaware as the Board of Directors
may designate, or, in the absence of such designation, at the registered office
of the Corporation in the State of Delaware.

        SECTION 4.  Written notice of every meeting of the shareholders shall
be given by the Secretary of the Corporation to each shareholder of record
entitled to vote at the meeting, by placing such notice in the mail at least
ten days, but not more than sixty days, prior to the day named for the meeting
addressed to each shareholder at his address appearing on the books of the
Corporation or supplied by him to the Corporation for the purpose of notice.

        SECTION 5.  The Board of Directors may fix a date, not less than ten
nor more than sixty days preceding the date of any meeting of shareholders, as
a record date for the determination of shareholders entitled to notice of, or
to vote at, any such meeting.  The Board of Directors shall not close the books
of the Corporation against transfers of shares during the whole or any part of
such period.

        SECTION 6.  The notice of every meeting of the shareholders may be
accompanied by a form of proxy approved by the Board of Directors in favor of
such person or persons as the Board of Directors may select.

        SECTION 7.  A majority of the outstanding shares of stock of the
Corporation entitled to vote, present in person or represented by proxy, shall
constitute a quorum at any meeting of the shareholders, and the shareholders
present at any duly convened meeting may continue to do business until
adjournment notwithstanding any withdrawal from the meeting of holders of
shares counted in determining the existence of a quorum.  Directors shall be
elected by a plurality of the votes cast in the election.  For all matters as
to which no other voting requirement is specified by the General Corporation
Law of the State of Delaware (the "General Corporation Law"), the Restated
Certificate of Incorporation of the Corporation, as amended (the "Certificate
of Incorporation") or these By-laws, the affirmative vote required for
shareholder action shall be that of a majority of the shares present in person
or represented by proxy at the meeting (as counted for purposes of determining
the existence of a quorum at the meeting).  In the case of a matter submitted
for a vote of the shareholders as to which a shareholder approval requirement
is applicable under the shareholder approval policy of the New York Stock
Exchange, the requirements of Rule 16b-3 under the Securities Exchange Act of
1934 or any provision of the Internal Revenue Code, in each case for which no
higher voting requirement is specified by the General Corporation Law, the
Certificate of Incorporation or these By-laws, the vote required for approval
shall be the requisite vote specified in such shareholder approval policy, Rule
16b-3 or Internal Revenue Code provision, as the case may be (or the highest
such requirement if more than one is applicable).  For the approval of the
appointment of independent public accountants (if submitted for a vote of the
shareholders), the vote required for approval shall be a majority of the votes
cast on the matter.

        SECTION 8.  Any meeting of the shareholders may be adjourned from time
to time, without notice other than by announcement at the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a 


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quorum shall be present any action may be taken that could have been taken
at the meeting originally called; provided that if the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting.

        SECTION 9.  Subject to such rights of the holders of Preferred Stock or
Preference Common Stock or any series thereof as shall be prescribed in the
Certificate of Incorporation or in the resolutions of the Board of Directors
providing for the issuance of any such series, only persons who are nominated
in accordance with the procedures set forth in this Section 9 shall be eligible
for election as, and to serve as, directors.  Nominations of persons for
election to the Board of Directors may be made at a meeting of the shareholders
at which Directors are to be elected (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the Corporation entitled to vote at such
meeting in the election of directors who complies with the requirements of this
Section 9.  Such nominations, other than those made by or at the direction of
the Board of Directors, shall be preceded by timely advance notice in writing
to the Secretary of the Corporation.  To be timely, a shareholder's notice
shall be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than 60 days prior to the scheduled meeting
date, regardless of any postponements, deferrals or adjournments of the meeting
to a later date; provided, however, that if the scheduled meeting date differs
from the annual meeting date prescribed by the By-laws as in effect on the date
of the next preceding annual meeting of shareholders and if less than 70 days'
notice or prior public disclosure of the scheduled meeting date is given or
made, notice by the shareholder, to be timely, must be so delivered or received
not later than the close of business on the tenth day following the earlier of
the day on which the notice of such meeting was mailed to shareholders or the
day on which such public disclosure was made.  A shareholder's notice to the
Secretary shall set forth (x) as to each person whom the shareholder proposes
to nominate for election or re-election as a director, (i) the name, age,
business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the number of shares of each
class of capital stock of the Corporation beneficially owned by such person and
(iv) the written consent of such person to having such person's name placed in
nomination at the meeting and to serve as a director if elected, and (y) as to
the shareholder giving the notice, (i) the name and address, as they appear on
the Corporation's books, of such shareholder and (ii) the number of shares of
each class of voting stock of the Corporation which are then beneficially owned
by such shareholder.  The presiding officer of the meeting of shareholders
shall determine whether the requirements of this Section 9 have been met with
respect to any nomination or intended nomination.  If the presiding officer
determines that any nomination was not made in accordance with the requirements
of this Section 9, he shall so declare at the meeting and the defective
nomination shall be disregarded.

        SECTION 10.  At an annual meeting of shareholders, only such business
shall be conducted, and only such proposals shall be acted upon, as shall have
been brought before the annual meeting (a) by or at the direction of the Board
of Directors or (b) by any shareholder of the Corporation who complies with the
requirements of this Section 10 and as shall otherwise be proper subjects for
shareholder action and shall be properly introduced at the meeting.  For a
proposal to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely advance notice thereof in writing to the
Secretary of the Corporation.  To be timely, a shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than 60 days prior to the scheduled meeting date,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if the scheduled meeting date differs from
the meeting date prescribed by the By-laws as in effect on the date of the next
preceding annual meeting of shareholders and if less than 70 days' notice or
prior public disclosure of the scheduled meeting date is given or made, notice
by the shareholder, to be timely, must be so delivered or received not later
than the close of business on the tenth day following the earlier of the day on
which the notice of such meeting was mailed to shareholders or the day on which
such public disclosure was made.  A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business and any other shareholders known by
such shareholder to be supporting such proposal, (c) the class and number of
shares of the Corporation's stock which are beneficially owned by the
shareholder on the date of such notice and (d) any financial interest of the
shareholder in such proposal.

        The presiding officer of the annual meeting shall determine whether the
requirements of this Section 10 have been met with respect to any shareholder
proposal.  If the presiding officer determines that a shareholder proposal was
not made in accordance with the terms of this Section 10, he shall so declare
at the meeting and any such proposal shall not be acted upon at the meeting.

        At a special meeting of shareholders, only such business shall be acted
upon as shall have been set forth in the notice relating to the meeting or as
shall constitute matters incident to the conduct of the meeting as the
presiding officer of the meeting shall determine to be appropriate.




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                                 ARTICLE II.
                             BOARD OF DIRECTORS

        SECTION 1.  The business, affairs and property of the Corporation shall
be managed by a board of ten directors divided into three classes as provided
in the Certificate of Incorporation of the Corporation. Each director shall
hold office for the full term to which he shall have been elected and until his
successor is duly elected and shall qualify, or until his earlier death,
resignation or removal.  A director need not be a resident of the State of
Delaware or a shareholder of the Corporation.

        SECTION 2.  Except as provided in the Certificate of Incorporation of
the Corporation, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors.  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 director's successor shall have
been elected and qualified.  No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

        SECTION 3.  No director of the Corporation shall be removed from his
office as a director by vote or other action of shareholders or otherwise
except for cause.

        SECTION 4.  Regular meetings of the Board of Directors shall be held at
such place or places within or without the State of Delaware, at such hour and
on such day as may be fixed by resolution of the Board of Directors, without
further notice of such meetings.  The time or place of holding regular meetings
of the Board of Directors may be changed by the Chairman of the Board or the
President by giving written notice thereof as provided in Section 6 of this
Article II.

        SECTION 5.  Special meetings of the Board of Directors shall be held,
whenever called by the Chairman of the Board, the Chairman of the Executive
Committee, the President, by four directors or by resolution adopted by the
Board of Directors, at such place or places within or without the State of
Delaware as may be stated in the notice of the meeting.

        SECTION 6.  Written notice of the time and place of, and general nature
of the business to be transacted at, all special meetings of the Board of
Directors, and written notice of any change in the time or place of holding the
regular meetings of the Board of Directors, shall be given to each director
personally or by mail or by telegraph, telecopier or similar communication at
least one day before the day of the meeting; provided, however, that notice of
any meeting need not be given to any director if waived by him in writing, or
if he shall be present at such meeting.

        SECTION 7.  A majority of the directors in office shall constitute a
quorum of the Board of Directors for the transaction of business; but a lesser
number may adjourn from day to day until a quorum is present.  Except as
otherwise provided by law or in these By-laws, all questions shall be decided
by the vote of a majority of the directors present.

        SECTION 8.  Any action which may be taken at a meeting of the directors
or members of the Executive Committee may be taken without a meeting if consent
in writing setting forth the action so taken shall be signed by all of the
directors or members of the Executive Committee as the case may be and shall be
filed with the Secretary of the Corporation.

        SECTION 9.  The Board of Directors may designate one or more of its
number to be Vice Chairman of the Board, Chairman of the Executive Committee,
and Chairman of any other committees of the Board and to hold such other
positions on the Board as the Board of Directors may designate.

                                  ARTICLE III.
                              EXECUTIVE COMMITTEE

  The Board of Directors may, by resolution adopted by a majority of the whole
Board, designate two or more of its number to constitute an Executive Committee
which committee, during intervals between meetings of the Board, shall have and
exercise the authority of the Board of Directors in the management of the
business of the Corporation to the extent permitted by law.



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                                 ARTICLE IV.
                                  OFFICERS

        SECTION 1.  The officers of the Corporation shall consist of a Chairman
of the Board, President, Secretary, Treasurer and such Executive, Group, Senior
or other Vice Presidents, and other officers as may be elected or appointed by
the Board of Directors.  Any number of offices may be held by the same person. 
All officers shall hold office until their successors are elected or appointed,
except that the Board of Directors may remove any officer at any time at its
discretion.

        SECTION 2.  The officers of the Corporation shall have such powers and
duties as generally pertain to their offices, except as modified herein or by
the Board of Directors, as well as such powers and duties as from time to time
may be conferred by the Board of Directors.  The Chairman of the Board shall
have such duties as may be assigned to him by the Board of Directors and shall
preside at meetings of the Board and at meetings of the stockholders.  The
President shall be the chief executive officer of the Corporation and shall
have general supervision over the business, affairs, and property of the
Corporation.

                                 ARTICLE V.
                                    SEAL

        The seal of the Corporation shall be in such form as the Board of
Directors shall prescribe.

                                 ARTICLE VI.
                            CERTIFICATES OF STOCK

        The shares of stock of the Corporation shall be represented by
certificates of stock, signed by the President or such Vice President or other
officer designated by the Board of Directors, countersigned by the Treasurer or
the Secretary; and such signature of the President, Vice President, or other
officer, such countersignature of the Treasurer or Secretary, and such seal, or
any of them, may be executed in facsimile, engraved or printed.  In case any
officer who has signed or whose facsimile signature has been placed upon any
share certificate shall have ceased to be such officer because of death,
resignation or otherwise before the certificate is issued, it may be issued by
the Corporation with the same effect as if the officer had not ceased to be
such at the date of its issue.  Said certificates of stock shall be in such
form as the Board of Directors may from time to time prescribe.

                                ARTICLE VII.
                               INDEMNIFICATION

        SECTION 1.  The Corporation shall indemnify, and advance Expenses (as
this and all other capitalized words are defined in Section 12) to, Indemnitee
to the fullest extent permitted by applicable law in effect on July 24, 1986,
and to such greater extent as applicable law may thereafter permit.  The rights
of Indemnitee provided under the preceding sentence shall include, but not be
limited to, the right to be indemnified to the fullest extent permitted by 
Section 145(b) of the D.G.C.L. in Proceedings by or in the right of the 
Corporation and to the fullest extent permitted by Section 145(a) of the 
D.G.C.L. in all other Proceedings.

        SECTION 2.  If Indemnitee is, by reason of his Corporate Status, a
witness in or a party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith.  If
Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to any Matter in such Proceeding, the Corporation
shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf relating to each Matter.  The termination of
any Matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such Matter.

        SECTION 3.  Indemnitee shall be advanced Expenses within 10 days after
requesting them to the fullest extent permitted by Section 145(e) of 
the D.G.C.L.

        SECTION 4.  To obtain indemnification Indemnitee shall submit to the
Corporation a written request with such information as is reasonably available
to Indemnitee.  The Secretary of the Corporation shall promptly advise the
Board of Directors of such request.

        SECTION 5.  If there has been no Change of Control at the time the
request for indemnification is sent, Indemnitee's entitlement to
indemnification shall be determined in accordance with Section 145(d) of 
the D.G.C.L.  If entitlement to indemnification is to be determined by 
Independent Counsel, the Corporation shall furnish notice to Indemnitee 
within 10 days after receipt of the request for indemnification,
specifying the identity and address of



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Independent Counsel.  The Indemnitee may, within 14 days after receipt of such
written notice of selection, deliver to the Corporation a written objection to
such selection.  Such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of Independent
Counsel and the objection shall set forth with particularity the factual basis
of such assertion.  If there is an objection to the selection of Independent
Counsel, either the Corporation or Indemnitee may petition the Court of
Chancery of the State of Delaware or any other court of competent jurisdiction
for a determination that the objection is without a reasonable basis and/or for
the appointment of Independent Counsel selected by the Court.

        SECTION 6.  If there has been a Change of Control at the time the
request for indemnification is sent, Indemnitee's entitlement to indemnification
shall be determined in a written opinion by Independent Counsel selected by
Indemnitee. Indemnitee shall give the Corporation written notice advising of the
identity and address of the Independent Counsel so selected.  The Corporation
may, within 7 days after receipt of such written notice of selection, deliver to
the Indemnitee a written objection to such selection. Indemnitee may, within 5
days after the receipt of such objection from the Corporation, submit the name
of another Independent Counsel and the Corporation may, within 7 days after
receipt of such written notice of selection, deliver to the Indemnitee a written
objection to such selection.  Any objection is subject to the limitations in
Section 5.  Indemnitee may petition the Court of Chancery of the State of
Delaware or any other Court of competent jurisdiction for a determination that
the Corporation's objection to the first and/or second selection of Independent
Counsel is without a reasonable basis and/or for the appointment as Independent
Counsel of a person selected by the Court.

        SECTION 7.  If a Change of Control shall have occurred before the
request for indemnification is sent by Indemnitee, Indemnitee shall be presumed
(except as otherwise expressly provided in this Article) to be entitled to
indemnification upon submission of a request for indemnification in accordance
with Section 4 of this Article, and thereafter the Corporation shall have the
burden of proof to overcome the presumption in reaching a determination
contrary to the presumption.  The presumption shall be used by Independent
Counsel as a basis for a determination of entitlement to indemnification unless
the Corporation provides information sufficient to overcome such presumption by
clear and convincing evidence or the investigation, review and analysis of
Independent Counsel convinces him by clear and convincing evidence that the
presumption should not apply.

        Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 5 or 6 of this Article to determine entitlement to
indemnification shall not have made and furnished to Indemnitee in writing a
determination within 60 days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such
indemnification unless Indemnitee knowingly misrepresented a material fact in
connection with the request for indemnification or such indemnification is
prohibited by law.  The termination of any Proceeding or of any Matter therein,
by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Article) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, or with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was unlawful.

        SECTION 8.  The Corporation shall pay any and all reasonable fees and
expenses of Independent Counsel incurred acting pursuant to this Article and in
any proceeding to which it is a party or witness in respect of its
investigation and written report and shall pay all reasonable fees and expenses
incident to the procedures in which such Independent Counsel was selected or
appointed.  No Independent Counsel may serve if a timely objection has been
made to his selection until a Court has determined that such objection is
without a reasonable basis.

        SECTION 9.  In the event that (i) a determination is made pursuant to
Section 5 or 6 that Indemnitee is not entitled to indemnification under this
Article, (ii) advancement of Expenses is not timely made pursuant to Section 3
of this Article, (iii) Independent Counsel has not made and delivered a written
opinion determining the request for indemnification (a) within 90 days after
being appointed by the Court, or (b) within 90 days after objections to his
selection have been overruled by the Court, or (c) within 90 days after the
time for the Corporation or Indemnitee to object to his selection, or (iv)
payment of indemnification is not made within 5 days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 5, 6 or 7 of this Article, Indemnitee shall be entitled to
an adjudication in an appropriate court of the State of Delaware, or in any
other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses.  In the event that a determination
shall have been made that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section shall be
conducted in all respects as a de novo trial on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination.  If a Change of
Control shall have occurred, in any judicial proceeding commenced pursuant to
this Section, the Corporation shall have the burden of proving that Indemnitee
is not entitled to indemnification or advancement of Expenses, as the


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case may be.  If a determination shall have been made or deemed to have been
made that Indemnitee is entitled to indemnification, the Corporation shall be
bound by such determination in any judicial proceeding commenced pursuant to
this Section 9, or otherwise, unless Indemnitee knowingly misrepresented a
material fact in connection with the request for indemnification, or such
indemnification is prohibited by law.

        The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 9 that the procedures and
presumptions of this Article are not valid, binding and enforceable and shall
stipulate in any such court that the Corporation is bound by all provisions of
this Article.  In the event that Indemnitee, pursuant to this Section 9, seeks
a judicial adjudication to enforce his rights under, or to recover damages for
breach of, this Article, Indemnitee shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any and all
Expenses actually and reasonably incurred by him in such judicial adjudication,
but only if he prevails therein.  If it shall be determined in such judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall
be appropriately prorated.

        SECTION 10.  The rights of indemnification and to receive advancement
of Expenses as provided by this Article shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Certificate of Incorporation, the By-laws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise.  No amendment,
alteration or repeal of this Article or any provision thereof shall be
effective as to any Indemnitee for acts, events and circumstances that
occurred, in whole or in part, before such amendment, alteration or repeal. The
provisions of this Article shall continue as to an Indemnitee whose Corporate
Status has ceased and shall inure to the benefit of his heirs, executors and
administrators.

        SECTION 11.  If any provision or provisions of this Article shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

        SECTION 12.  For purposes of this Article:

                "Change of Control" means a change in control of the 
Corporation after July 24, 1986 in any one of the following circumstances (1)
there shall have occurred an event required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar
item on any similar schedule or form) promulgated under the Securities Exchange
Act of 1934 (the "Act"), whether or not the Corporation is then subject to such
reporting requirement; (2) any "person" (as such term is used in Section 13(d)
and 14(d) of the Act) shall have become the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
Corporation representing 40% or more of the combined voting power of the
Corporation's then outstanding voting securities without prior approval of at
least two-thirds of the members of the Board of Directors in office immediately
prior to such person attaining such percentage interest; (3) the Corporation is
a party to a merger, consolidation, sale of assets or other reorganization, or
a proxy contest, as a consequence of which members of the Board of Directors in
office immediately prior to such transaction or event constitute less than a
majority of the Board of Directors thereafter; (4) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose any new director whose
election or nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors.

                "Corporate Status" describes the status of a person who (a) is
or was a director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise, in
each case which is controlled by the Corporation, or (b) is or was serving, at
the written request of the Corporation or pursuant to an agreement in writing
with the Corporation which request or agreement provides for indemnification
under these By-laws, as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise not controlled by the
Corporation, provided that if such written request or agreement referred to in
this clause (b) provides for a lesser degree of indemnification by the
Corporation than that provided pursuant to this Article VII, the provisions
contained in or made pursuant to such written request or agreement shall
govern.  References above to "other enterprises" shall include employee benefit
plans and references to "serving at the request of the Corporation" shall
include any service as a director, officer or employee which imposes duties on,
or involves services by, such director, officer or employee with respect to an
employee benefit plan or its participants or beneficiaries.

                "D.G.C.L." means the Delaware General Corporation Law.


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<PAGE>   7
                "Disinterested Director" means a director of the Corporation 
who is not and was not a party to the Proceeding in respect of which
indemnification is sought by indemnitee.

                "Expenses" shall include all reasonable attorneys' fees, 
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding.

                "Indemnitee" includes any person who is, or is threatened to 
be made, a witness in or a party to any Proceeding as described in Section 1 or
2 of this Article by reason of his Corporate Status.

                "Independent Counsel" means a law firm, or member of a law 
firm, that is experienced in matters of corporation law and neither     
presently is, nor in the five years previous to his selection or appointment
has been, retained to represent:  (i) the Corporation or Indemnitee in any
matter material to either such party, or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.

                "Matter" is a claim, a material issue, or a substantial request
for relief.

                "Proceeding" includes any action, suit, arbitration, alternate 
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee pursuant to Section 9 of this Article to enforce his
rights under this Article.

        SECTION 13.  Any communication required or permitted to the Corporation
shall be addressed to the Secretary of the Corporation and any such
communication to Indemnitee shall be addressed to his home address unless he
specifies otherwise and shall be personally delivered or delivered by overnight
mail delivery.

                                 ARTICLE VIII.
                                   AMENDMENTS

        These By-laws may be altered, amended, added to or repealed by the
shareholders at any annual or special meeting, by the vote of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast (i.e., by the vote of a majority of the outstanding shares
entitled to vote), and, except as may be otherwise required by law, the power
to alter, amend, add to or repeal these By-laws is also vested in the Board of
Directors (subject always to the power of the shareholders to change such
action); provided, however, that notice of the general nature of any such
action proposed to be taken shall be included in the notice of the meeting of
shareholders or of the Board of Directors at which such action is taken.


                                      7


December 7, 1995