AMENDED AND RESTATED
                                     BY-LAWS
                            (as amended May 16, 2000)

                                       OF
                             DIGNITY PARTNERS, INC.

                                    ARTICLE 1

                                  Stockholders

Section 1.1. Time and Place of Meeting.All  meetings of the stockholders will be
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held at such time and place, within or without the State of Delaware,  as may be
designated  by the Board of  Directors  (the  "Board")  or, in the  absence of a
designation by the Board,  the Chairman of the Board (the  "Chairman") or a Vice
Chairman and stated in the notice of meeting. The Board, the Chairman, or a Vice
Chairman may postpone any previously  scheduled annual or special meeting of the
stockholders.

Section 1.2. Annual Meetings. An annual meeting of stockholders shall be held at
             ---------------
such date as may be designated  from time to time by the Board, at which meeting
the  stockholders  will elect by a plurality vote the Directors to be elected at
such meeting and will  transact  such other  business as may properly be brought
before the meeting in accordance with Section 1.9.

Section 1.3. Special Meetings. Special meetings of stockholders, for any purpose
             ----------------
or purposes,  unless  otherwise  prescribed by law or the  Corporation's  Second
Amended and Restated Certificate of Incorporation,  as the same may be hereafter
amended, including pursuant to a Preferred Stock Designation (the "Certificate),
may be called  only by a majority of the Board,  or by a committee  of the Board
which has been duly  designated by the Board and whose powers and authority,  as
expressly provided in a resolution of the Board,  include the power to call such
meetings.  Special  meetings of holders of the outstanding  Preferred  Stock, if
any, may be called in the manner,  by the person or persons and for the purposes
provided in the applicable Preferred Stock Designation. At a special meeting, no
business  shall be conducted  and no corporate  action shall be taken other than
that stated in the notice of such meeting.

Section  1.4.   Notice  of  Meetings.   Written   notice  of  every  meeting  of
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stockholders,  which shall state the place, date and hour of the meeting and, in
the case of a special meeting,  the purpose or purposes for which the meeting is
called,  will be given to each  stockholder  of record  entitled to vote at such
meeting,  except  as  otherwise  provided  herein  or by law.  Unless  otherwise
provided by law, the  Certificate  or these  By-laws,  the written notice of any
meeting  shall be given not less than ten nor more than  sixty  days  before the
date of the meeting to each  stockholder  entitled to vote at such  meeting.  If
mailed,  such  notice  shall be deemed to be given when  deposited  in the mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation.

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Section 1.5. Adjournments.  Any meeting of stockholders may adjourn from time to
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time to reconvene at the same or some other place,  and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting  at which the  adjournment  is  taken,  provided,  however,  that if the
                                                --------
adjournment is for more than thirty calendar days, or if after the adjournment a
new record date is fixed for the adjourned meeting, written notice of the place,
date,  and time of the  adjourned  meeting  shall be  given in  conformity  with
Section 1.3. At any  adjourned  meeting,  any business may be  transacted  which
might have been transacted at the original meeting.

Section  1.6.  Inspectors.  The  Board may  appoint  one or more  inspectors  of
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election to act as judges of the voting and to determine  those entitled to vote
at any meeting of the stockholders,  or any adjournment  thereof,  in advance of
such  meeting.  The  Board  may  designate  one or  more  persons  as  alternate
inspectors  to  replace  any  inspector  who fails to act.  If no  inspector  or
alternate is able to act at a meeting of stockholders,  the presiding officer of
the meeting may appoint one or more substitute inspectors.

Section 1.7. Quorum. Except as otherwise provided by law or in a Preferred Stock
Designation,  the holders of a majority of the stock issued and  outstanding and
entitled  to vote  thereat,  present  in person or  represented  by proxy,  will
constitute a quorum at all meetings of the  stockholders  for the transaction of
business thereat. If, however,  such quorum is not present or represented at any
meeting of the stockholders,  the stockholders entitled to vote thereat, present
in person or  represented  by proxy,  will have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum is present or represented.

Section 1.8.  Voting;  Proxies.  Except as  otherwise  provided by law or in the
              ----------------
Certificate),  each  stockholder  will be entitled to one vote for each share of
stock held in the name of such  stockholder  on the record date for the meeting.
Each  stockholder  entitled to vote at a meeting of  stockholders  may authorize
another  person or persons  to act for such  stockholder  by proxy,  but no such
proxy shall be voted or acted upon after  three years from its date,  unless the
proxy provides for a longer period.  Every proxy must be duly executed and filed
with the Secretary.  A stockholder  may revoke any proxy that is not irrevocable
by attending the meeting and voting in person or by filing with the Secretary an
instrument in writing  revoking the proxy or another duly executed proxy bearing
a later  date.  The vote  upon any  question  brought  before a  meeting  of the
stockholders may be by voice vote, unless otherwise required by these By-Laws or
unless the  Chairman or the holders of a majority of the  outstanding  shares of
all classes of stock  entitled to vote thereon  present in person or by proxy at
such meeting  otherwise  determine.  Every vote taken by written  ballot will be
counted by the inspectors of election.  When a quorum is present at any meeting,
the vote of the  holders  of a  majority  of the stock  which has  voting  power
present  in person or  represented  by proxy and which has  actually  voted will
decide any question properly brought before such meeting, unless the question is
one upon which by express  provision of law, the Certificate,  a Preferred Stock
Designation,  or these By-Laws, a different vote is required, in which case such
express provision will govern and control the decision of such question.  Voting
at meetings of stockholders need not be by written ballot.

Section 1.9 Order of Business.  (a) The  Chairman,  or such other officer of the
            -----------------
Corporation  designated by the Board,  will call meetings of the stockholders to
order and will act as presiding

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officer thereof.  Unless otherwise determined by the Board prior to the meeting,
the presiding officer of the meeting of the stockholders will also determine the
order of  business  and have the  authority  in such  presiding  officer's  sole
discretion  to  regulate  the  conduct of any such  meeting,  including  without
limitation (i) by imposing  restrictions on the persons (other than stockholders
of the  Corporation  or their duly  appointed  proxies)  who may attend any such
stockholders'  meeting,  (ii) by  ascertaining  whether any  stockholder or such
stockholder's  proxy may be excluded from any meeting of the stockholders  based
upon any  determination by the presiding  officer,  in such presiding  officer's
sole  discretion,  that any such  person  has unduly  disrupted  or is likely to
disrupt the proceedings  thereat,  and (iii) by determining the circumstances in
which any person may make a  statement  or ask  questions  at any meeting of the
stockholders.

         (b) At an annual meeting of the  stockholders,  only such business will
be conducted or  considered  as is properly  brought  before the meeting.  To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the Board in accordance with Section 1.4, (ii) otherwise properly brought before
the meeting by the presiding  officer or by or at the direction of a majority of
the Board,  or (iii)  otherwise  properly  requested  to be  brought  before the
meeting by a stockholder of the Corporation in accordance with subsection (c) of
this Section 1.9.

         (c) For  business  to be  properly  requested  by a  stockholder  to be
brought before an annual meeting,  the stockholder  must (i) be a stockholder of
the  Corporation  of record at the time of the  giving  of the  notice  for such
annual meeting  provided for in these By-Laws,  (ii) be entitled to vote at such
meeting,  and (iii) have given timely notice thereof in writing to the Secretary
of the Corporation that complies with this Section 1.9. In addition to any other
applicable  requirements,  to be timely, a stockholder's notice to the Secretary
of the Corporation  must be delivered to or mailed and received at the principal
executive  offices of the Corporation not less than 60 nor more than 90 calendar
days prior to the anniversary of the date on which the Corporation  first mailed
its proxy  materials  for the  prior  year's  annual  meeting  of  stockholders;
provided,  however,  that in the event the  annual  meeting is called for a date
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that is not within 30 calendar days before or after the anniversary of the prior
year's  annual  meeting,  notice  by the  stockholder  to be  timely  must be so
received not later than the close of business on the 10th calendar day following
the day on which  public  announcement  is first  made of the date of the annual
meeting.  In no event will the public  disclosure of an adjournment of an annual
meeting  commence a new time period for the giving of a stockholder's  notice as
described  above.  For purposes of the foregoing,  the date on which the Company
first mailed its proxy materials to  stockholders  will be the date so described
in such proxy materials.  A stockholder's notice to the Secretary must set forth
as to each matter the  stockholder  proposes to bring before the annual  meeting
(A) a  description  in reasonable  detail of the business  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 stockholder  proposing such business and the beneficial  owner, if
any, on whose behalf the proposal is made, (C) the class and number of shares of
the  Corporation  that are owned  beneficially  and of record by the stockholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, (D) any material  interest of such stockholder  proposing such
business and any material  interest of the  beneficial  owner,  if any, on whose
behalf  the  proposal  is  made  in  such  business,  (E) a  description  of all
arrangements or understandings  between such stockholder and

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any other  person or persons  (including  their  names) in  connection  with the
proposal of such business by such stockholder and (F) a representation that such
stockholder  intends  to appear in person or by proxy at the  annual  meeting to
bring such business before the meeting. Notwithstanding the foregoing provisions
of this  Section  1.9(c),  a  stockholder  must also comply with all  applicable
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations  thereunder with respect to the matters set
forth in this Section  1.9(c).  For purposes of this Section  1.9(c) and Section
2.4, "public  announcement"  means disclosure in a press release reported by the
Dow Jones News Service, Associated Press, 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,  or
furnished  to  stockholders.  Nothing in this  Section  1.9(c) will be deemed to
affect any rights of  stockholders  to request  inclusion  of  proposals  in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

         (d) At a special  meeting of  stockholders,  only such  business may be
conducted  or  considered  as is  properly  brought  before the  meeting.  To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any  supplement  thereto) given by or at the direction
of the Board or a  committee  thereof in  accordance  with  Section  1.3 or (ii)
otherwise  properly brought before the meeting by the presiding officer by or at
the direction of a majority of the Board.

         (e) The  determination  of whether  any  business  sought to be brought
before any annual or special  meeting of the  stockholders  is properly  brought
before  such  meeting in  accordance  with this  Section 1.9 will be made by the
presiding officer of such meeting.  If the presiding officer determines that any
business is not properly brought before such meeting, the presiding officer will
so  declare  to the  meeting  and any such  business  will not be  conducted  or
considered.

Section 1.9. Fixing Date for  Determination of Stockholders of Record.  In order
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that the Corporation may determine the stockholders  entitled to notice of or to
vote at any meeting of stockholders or any  adjournment  thereof,  or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other  distribution  or  allotment of any rights,  or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the  purpose  of any other  lawful  action,  the Board may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution fixing the record date is adopted by the Board and which record date:
(1) in the case of determination of stockholders entitled to vote at any meeting
of stockholders or adjournment  thereof,  shall be, unless otherwise required by
law,  not be more  than  sixty nor less  than ten days  before  the date of such
meeting;  (2) in the case of determination  of stockholders  entitled to express
consent to corporate action in writing without a meeting, shall not be more than
ten days from the date upon  which the  resolution  fixing  the  record  date is
adopted by the Board; and (3) in the case of any other action, shall not be more
than sixty days prior to such other actions. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to the vote at
a meeting  of  stockholders  shall be at the close of  business  on the day next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the day next  preceding  the day on which the  meeting is
held;  (2) the record  date for  determining  stockholders  entitled  to express
consent to corporate action in writing without a

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meeting when no prior action of the Board is required by law, shall be the first
date on which a  signed  written  consent  setting  forth  the  action  taken or
proposed  to be  taken  is  delivered  to the  Corporation  in  accordance  with
applicable law, or, if prior action by the Board is required by law, shall be at
the close of business on the day on which the Board adopts the resolution taking
such prior action; and (3) the record date for determining  stockholders for any
other  purpose  shall be at the close of  business on the day on which the Board
adopts the resolution  relating  thereto.  A  determination  of  stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting;  provided,  however, that the Board may fix a
new record date for the adjourned meeting.

Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall prepare
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and make,  at least ten days before every  meeting of  stockholders,  a complete
list  of  the  stockholders  entitled  to  vote  at  the  meeting,  arranged  in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the notice of the  meeting,  or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected by any stockholder who is present. Upon the willful
neglect or refusal of the  Directors to produce such list at any meeting for the
election of Directors,  they shall be  ineligible  for election to any office at
such  meeting.  The stock  ledger  shall be the only  evidence as to who are the
stockholders  entitled to examine the stock ledger,  the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

Section 1.11. Action By Consent of Stockholders.  Unless otherwise restricted by
              ---------------------------------
the  Certificate,  any action required or permitted to be taken at any annual or
special  meeting of the  stockholders  may be taken  without a meeting,  without
prior  notice and without a vote,  if a consent or consents in writing,  setting
forth  the  action  so  taken,  shall be  signed  and  dated by the  holders  of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those stockholders who have not consented in writing.

                                    ARTICLE 2

                               Board of Directors

Section  2.1.  Number;  Qualification.  Subject to the  rights,  if any,  of the
               ----------------------
holders of any series of Preferred  Stock to elect  additional  Directors  under
circumstances  specified  in  a  Preferred  Stock  Designation,  the  number  of
Directors  of the  Corporation  will be fixed  from  time to time by a vote of a
majority of the Board. The Directors, other than those who may be elected by the
holders of any series of the Preferred Stock, will be classified with respect to
the  time  for  which  they  severally  hold  office  in  accordance   with  the
Certificate.
Directors need not be stockholders.

Section 2.2. Newly Created  Directorships and Vacancies.  Subject to the rights,
             ------------------------------------------
if any,  of the  holders of any series of  Preferred  Stock to elect  additional
Directors under circumstances specified

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in a Preferred Stock Designation, newly created directorships resulting from any
increase in the number of Directors  and any  vacancies  on the Board  resulting
from any cause will be filled  solely by the  affirmative  vote of a majority of
the remaining  Directors then in office, even though less than a quorum, or by a
sole remaining  Director.  Any Director elected in accordance with the preceding
sentence  will 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 has been elected and qualified.  No decrease in
the  number of  Directors  constituting  the Board will  shorten  the term of an
incumbent Director.

Section  2.3.  Removal.  Subject to the  rights,  if any,  of the holders of any
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series of Preferred  Stock to elect  additional  Directors  under  circumstances
specified  in a Preferred  Stock  Designation,  any Director may be removed from
office (a) by the vote of a majority of the Board with or without  cause and (b)
by the  stockholders  only for  cause  and only in the  manner  provided  in the
Certificate.

Section 2.4 Nominations of Directors;  Election.  (a) Subject to the rights,  if
            -----------------------------------
any,  of the  holders  of any  series  of  Preferred  Stock to elect  additional
Directors under circumstances  specified in a Preferred Stock Designation,  only
persons who are nominated in accordance  with the following  procedures  will be
eligible  for  election  at a  meeting  of  stockholders  as  Directors  of  the
Corporation.

         (b) Nominations of persons for election as Directors of the Corporation
may be made only at an annual meeting of stockholders (i) by or at the direction
of the  Board  or  (ii)  by any  stockholder  of the  Corporation  (A)  who is a
stockholder  of record at the time of giving of the notice  provided for in this
Section  2.4,  (B) who is entitled to vote for the election of Directors at such
meeting,  and (C) who  complies  with the  notice  procedures  set forth in this
Section 2.4. In addition to any other applicable  requirements,  all nominations
by stockholders  must be made pursuant to timely written notice to the Secretary
of the Corporation in accordance with subsection (c) of this Section 2.4.

         (c) To be  timely,  a  stockholder's  notice  to the  Secretary  of the
Corporation  must be  delivered  to or  mailed  and  received  at the  principal
executive  offices of the Corporation not less than 60 nor more than 90 calendar
days prior to the date on which the Corporation first mailed its proxy materials
for the prior year's annual meeting of stockholders;  provided, however, that in
                                                      --------  -------
the event  that the  annual  meeting  is called for a date that is not within 30
calendar  days  before  or after the  anniversary  of the  prior  year's  annual
meeting,  notice by the  stockholder  to be timely must be so received not later
than the close of business of the 10th  calendar day  following the day on which
public announcement is first made of the date of the annual meeting. In no event
will the public disclosure of an adjournment of an annual meeting commence a new
time period for the giving of a  stockholder's  notice as described  above.  For
purposes of the foregoing,  the date on which the Company first mailed its proxy
materials to stockholders will be the date so described in such proxy materials.
To be in proper written form,  such  stockholder's  notice to the Secretary must
set  forth  or  include  (i)  the  name  and  address,  as  they  appear  on the
Corporation's  books, of the stockholder giving the notice and of the beneficial
owner,  if any, on whose behalf the  nomination is made;  (ii) a  representation
that the  stockholder  giving  the  notice is a holder of record of stock of the
Corporation  entitled  to vote at such  annual  meeting and intends to appear in
person or by proxy at the  annual  meeting  to  nominate  the  person or persons
specified  in the  notice;  (iii) the class and number of shares of stock of the
Corporation  owned  beneficially  and of record by the  stockholder  giving  the
notice and by the  beneficial  owner,  if any, on whose behalf the nomination is
made; (iv)

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a description of all arrangements or understandings  between or among any of (A)
the stockholder  giving the notice, (B) the beneficial owner on whose behalf the
notice is given,  (C) each nominee,  and (D) any other person or persons (naming
such person or persons)  pursuant to which the nomination or nominations  are to
be made by the  stockholder  giving  the  notice;  (v)  such  other  information
regarding each nominee proposed by the stockholder giving the notice as would be
required to be included in a proxy  statement  or other  filings  required to be
filed  pursuant to the proxy rules of the  Securities  and  Exchange  Commission
under the  Exchange  Act had the  nominee  been  nominated,  or  intended  to be
nominated, by the Board; and (vi) the signed consent of each nominee to serve as
a director of the  Corporation if so elected.  At the request of the Board,  any
person  nominated  by the Board for  election as a Director  must furnish to the
Secretary that information required to be set forth in a stockholder's notice of
nomination  which pertains to the nominee.  The presiding  officer of any annual
meeting will  determine  whether a nomination  was made in accordance  with this
Section 2.4, and if he or she should determine that a nomination was not made in
accordance  with this  Section 2.4, he or she will so declare to the meeting and
such nomination will be disregarded. Notwithstanding the foregoing provisions of
this  Section  2.4,  a  stockholder   must  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 Section 2.4.

Section 2.4. Resignation.  Any Director may resign at any time by giving written
             -----------
notice of such  resignation  to the Chairman or the Secretary.  Any  resignation
will be effective upon actual receipt by any such person or, if later, as of the
date and time specified in such written notice.

Section 2.5. Regular Meetings. Regular meetings of the Board may be held at such
             ----------------
places  within or without the State of  Delaware  and at such times as the Board
may from time to time determine,  and if so determined  notices thereof need not
be given.

Section 2.6. Special Meetings.  Special meetings of the Board may be held at any
             ----------------
time or place  within or without  the State of Delaware  whenever  called by the
Chairman  or the  President.  Notice of a special  meeting of the Board shall be
given by the person or persons  calling the meeting at least  twenty-four  hours
before the special meeting.

Section  2.7.  Telephonic  Meetings  Permitted.  Members  of the  Board,  or any
               --------------------------------
committee  thereof,  may participate in a meeting thereof by means of conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other, and participation in a meeting
in accordance with this Section 2.8 shall constitute  presence in person at such
meeting.

Section 2.8.  Quorum;  Vote Required for Action.  At all meetings of the Board a
              ---------------------------------
majority of the Board shall constitute a quorum. When a quorum is present at any
meeting,  the vote of the majority of the Directors present at the meeting shall
be the act of the Board unless the action is one upon which by express provision
of law, the Certificate or these By-Laws, a different vote is required, in which
case such express provision will govern.

Section 2.9.  Organization.  Meetings  of  the  Board  shall  be  presided  over
              ------------
by  the  Chairman,  or in the Chairman's absence by an acting chairman chosen by
the Board.

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Section 2.10.  Written Action by Directors.  Any action required or permitted to
               ---------------------------
be taken at any  meeting of the Board or of any  committee  thereof may be taken
without a meeting if all members of the Board or such committee, as the case may
be, consent  thereto in writing,  and the writing or writings are filed with the
minutes of proceedings of the Board or such committee.

Section  2.11.  Committees  of the Board.  The Board may  designate  one or more
                ------------------------
committees,  each committee to consist of one or more  Directors.  The Board may
designate one or more Directors as alternate  members of any committee,  who may
replace any absent or disqualified  member at any meeting of the committee.  Any
such  committee  shall have and may exercise all the powers and authority as set
forth in the resolution of the Board which created such committee.

Section 2.12.  Compensation.  The Board may establish such compensation for, and
               ------------
reimbursement  of the expenses of,  Directors for membership on the Board and on
committees  of the Board,  attendance  at meetings of the Board or committees of
the Board,  or for other services by Directors to the  Corporation or any of its
majority-owned subsidiaries, as the Board may determine.

Section 2.13      Rules.  The  Board may adopt  rules and  regulations  for the
                  -----
conduct  of its  meetings  and the management of the affairs of the Corporation.

                                    ARTICLE 3

                                    Officers

Section 3.1. Officers;  Election;  Qualifications;  Term of Office; Resignation;
             ------------------------------------------------------------------
Removal;  Vacancies.  The Board shall elect a President and a Secretary,  and it
-------------------
may, if it so determines,  choose a Chairman of the Board and a Vice Chairman of
the Board from among its members.  The  Secretary  shall have the duty to record
the proceedings of the meetings of the stockholders,  the Board of Directors and
any committee  thereof.  The Board may also appoint one or more Vice  Presidents
(including  Executive,  Senior or other  designated  Vice  Presidents),  a Chief
Financial  Officer,  one or more Assistant  Secretaries,  a Treasurer and one or
more Assistant  Treasurers.  Each such officer shall hold office until the first
meeting of the Board after the annual meeting of  stockholders  next  succeeding
such  officer's  election,  or until such  officer's  successor  is elected  and
qualified or until such officer's  earlier  resignation or removal.  Any officer
may resign at any time upon  written  notice to the  Corporation.  The Board may
remove any officer with or without cause at any time,  but such removal shall be
without  prejudice to the contractual  rights of such officer,  if any, with the
Corporation.  Any number of offices may be held by the same person.  Any vacancy
occurring in any office of the  Corporation  by death,  resignation,  removal or
otherwise  may be filled for the  unexpired  portion of the term by the Board at
any regular or special meeting.

Section  3.2.  Powers and Duties of Officers.  The  officers of the  Corporation
               ------------------------------
shall have such powers and duties in the management of the Corporation as may be
prescribed by the Board and, to the extent not so provided, as generally pertain
to their respective offices, subject to the control of the Board.

Section 3.3.  Compensation.  The  compensation of all officers and agents of the
              -------------
Corporation who are also Directors of the Corporation will be fixed by the Board
or by a committee of the Board. The

                                       8

<PAGE>


Board may fix, or delegate the power to fix, the  compensation of other officers
and agents of the Corporation to an officer of the Corporation.

                                    ARTICLE 4

                                      Stock

Section  4.1.  Certificates.  Every  holder of stock shall be entitled to have a
               ------------
certificate,  in such form as shall be approved  by, or  pursuant  to  authority
granted by, the Board.  Each  certificate  shall be numbered in the order of its
issue,  shall be signed by or in the name of the  Corporation by the Chairman or
Vice  Chairman,  if any,  or the  President  or any Vice  President,  and by the
Treasurer or an Assistant Treasurer,  or the Secretary or an Assistant Secretary
and shall state the number of shares owned of record by such  stockholder in the
Corporation.  Where  such  certificate  is  signed  by a  transfer  agent  or an
assistant  transfer  agent  or by a  transfer  clerk  acting  on  behalf  of the
Corporation   and/or  a  registrar,   the   signature  of  any  such   Chairman,
Vice-Chairman,   President,  Vice-President,   Secretary,  Assistant  Secretary,
Treasurer  or  Assistant  Treasurer  may be  facsimile.  In case any  officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such  certificate or certificates  shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise,  before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates,  or whose facsimile  signature or signatures  shall have been used
thereon have not ceased to be such officer or officers of the Corporation.

Section 4.2. Registration and Transfer of Shares. The name of each person owning
             -----------------------------------
a share of the stock of the  Corporation  shall be  entered  on the books of the
Corporation  together  with the number and class of shares held by such  person,
the numbers of the  certificates  covering such shares and the dates of issue of
such certificates.  The shares of stock of the Corporation shall be transferable
on the books of the  Corporation by the holders  thereof in person,  or by their
duly   authorized   attorneys  or  legal   representatives,   on  surrender  and
cancellation  of  certificates  for a like number of shares,  accompanied  by an
assignment  or power of  transfer  endorsed  thereon or attached  thereto,  duly
executed,  and with  such  proof of the  authenticity  of the  signature  as the
Corporation or its agents may reasonably require. A record shall be made of each
transfer.

         The Board may make other and further rules and  regulations  concerning
the transfer and  registration of certificates  for stock and may appoint one or
more  transfer  agents,  transfer  clerks  or  registrars  and may  require  all
certificates of stock to bear the signature of either or both.

Section 4.3.  Lost,  Stolen or  Destroyed  Stock  Certificates;  Issuance of New
              ------------------------------------------------------------------
Certificates.  The Corporation may issue a new certificate of stock in the place
------------
of any certificate  theretofore  issued by it, alleged to have been lost, stolen
or  destroyed,  and the  Corporation  may require the record  owner of the lost,
stolen or destroyed certificate,  or such owner's legal representative,  to give
the  Corporation,  any transfer  agent and any  registrar a bond  sufficient  to
indemnify  each of them  against  any claim that may be made  against any one or
more of them on account of the alleged loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate.

                                       9

<PAGE>




                                    ARTICLE 5

                                  Miscellaneous

Section 5.1       Fiscal  Year.  The  fiscal  year of the  Corporation  shall be
                  ------------
determined  from  time to time by Resolution of the Board.

Section 5.2.      Seal.The corporate seal shall have the name of the Corporation
                  ----
inscribed thereon and shall be in such form as may be approved from time to time
by the Board.

Section  5.3.  Generally.  Whenever  by  law  or  under  the  provisions  of the
               ---------
Certificate or these By-Laws,  notice is required to be given to any Director or
stockholder,  it will not be  construed  to require  personal  notice,  but such
notice  may be  given  in  writing,  by  mail,  addressed  to such  Director  or
stockholder,  at his,  her,  or its  address as it appears on the records of the
Corporation,  with postage thereon prepaid, and such notice will be deemed to be
given at the time when the same is deposited in the United  States mail.  Notice
to Directors  may also be given by telephone,  telegram,  telex,  facsimile,  or
similar  medium of  communication  or as may  otherwise  be  permitted  by these
By-laws.

Section  5.4.  Waiver of Notice  of  Meetings  of  Stockholders,  Directors  and
               -----------------------------------------------------------------
Committees.  Any  written  waiver of notice,  signed by the person  entitled  to
----------
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
annual or special meeting of the  stockholders or any regular or special meeting
of the Board or a committee  thereof need be specified in any written  waiver of
notice.

Section  5.5.  Amendments.  Except  as  otherwise  provided  by  law  or by  the
               ----------
Certificate  or these  By-Laws,  these  By-Laws or any of them may be amended or
supplemented  in any respect or repealed at any time,  either (a) at any meeting
of stockholders,  provided that any amendment or supplement proposed to be acted
upon at any such meeting has been described or referred to in the notice of such
meeting, or (b) at any meeting of the Board,  provided that no amendment adopted
by  the  Board  may  vary  or  conflict  with  any  amendment   adopted  by  the
stockholders.

                                       10