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                                     BY-LAWS

                                       OF

                                TIME WARNER INC.

              Incorporated under the Laws of the State of Delaware

                           Effective November 21, 1996





 


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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                             Page
                                                                                             ----
        <S>                                                                                  <C>
                             ARTICLE I:  Offices                                             1

        Registered Office................................................................... 1
        Other Offices....................................................................... 1

                        ARTICLE II: Meetings of Stockholders                                 1

        Place of Meeting.................................................................... 1
        Annual Meetings..................................................................... 1
        Special Meetings.................................................................... 2
        Notice of Meetings.................................................................. 2
        Quorum.............................................................................. 2
        Adjournments........................................................................ 3
        Order of Business................................................................... 3
        List of Stockholders................................................................ 5
        Voting.............................................................................. 5
        Inspectors.......................................................................... 6
        Public Announcements................................................................ 6

                         ARTICLE III:  Board of Directors                                    7

        General Powers...................................................................... 7
        Number, Qualification and Election.................................................. 7
        Notification of Nominations..........................................................8
        Quorum and Manner of Acting.........................................................10
        Place of Meeting....................................................................10
        Regular Meetings....................................................................10
        Special Meetings....................................................................10
        Notice of Meetings..................................................................10
        Rules and Regulations...............................................................11
        Participation in Meeting by Means of
               Communications Equipment.....................................................11
        Action without Meeting..............................................................11
        Resignations........................................................................11
        Removal of Directors................................................................12
        Vacancies...........................................................................12
        Compensation........................................................................12
        Independent Directors...............................................................12


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<TABLE>
        <S>                                                                                  <C>

           ARTICLE IV:  Committees of the Board of Directors                                13

        Establishment of Committees of the Board of
               Directors; Election of Members of Committees
               of the Board of Directors; Functions of
               Committees of the Board of Directors.........................................13
        Procedure; Meetings; Quorum.........................................................14

                             ARTICLE V:  Officers                                           15

        Number; Term of Office..............................................................15
        Removal.............................................................................16
        Resignation.........................................................................16
        Vacancies...........................................................................16
        Chairman of the Board...............................................................16
        Chief Executive Officer.............................................................16
        The President.......................................................................17
        Chief Operating Officer ............................................................17
        Vice-Chairman of the Board..........................................................17
        Chairman of the Executive Committee.................................................17
        Chief Financial Officer.............................................................18
        Vice-Presidents.....................................................................18
        Treasurer...........................................................................18
        Controller..........................................................................19
        Secretary...........................................................................19
        Assistant Treasurers and Assistant
               Secretaries..................................................................19

                      ARTICLE VI:  Indemnification                                          20

        Right to Indemnification............................................................20
        Insurance, Contracts and Funding....................................................21
        Indemnification Not Exclusive Right.................................................21
        Advancement of Expenses; Procedures; Presumptions
               and Effect of Certain Proceedings; Remedies..................................21
        Severability........................................................................26
        Indemnification of Employees Serving
               as Directors.................................................................27
        Indemnification of Employees and Agents.............................................27

                             ARTICLE VII:  Capital Stock                                    28

        Certificates for Shares.............................................................28
        Transfer of Shares..................................................................28
        Registered Stockholders and Addresses
               of Stockholders..............................................................29

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<TABLE>
        <S>                                                                                  <C>

        Lost, Destroyed and Mutilated Certificates..........................................29
        Regulations.........................................................................30
        Fixing Date for Determination of
               Stockholders of Record.......................................................30
        Transfer Agents and Registrars......................................................30

                             ARTICLE VIII:  Seal                                            31

                             ARTICLE IX:  Fiscal Year                                       31

                             ARTICLE X:  Waiver of Notice                                   31

                             ARTICLE XI:  Amendments                                        31

                             ARTICLE XII:  Miscellaneous                                    32

        Execution of Documents..............................................................32
        Deposits............................................................................32
        Checks..............................................................................32
        Proxies in Respect of Stock or Other
               Securities of Other Corporations.............................................33
        Subject to Law and Certificate of
               Incorporation................................................................33


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                                    ARTICLE I

                                     Offices

               SECTION  1.  Registered  Office.  The  registered  office of Time
Warner Inc.  (hereinafter called the Corporation) in the State of Delaware shall
be at  32  Loockerman  Square,  Suite  L-100,  Dover,  Delaware  19901  and  the
registered agent shall be The Prentice-Hall  Corporation  System,  Inc., or such
other office or agent as the Board of Directors of the Corporation (the "Board")
shall from time to time select.

               SECTION 2. Other Offices. The Corporation may also have an office
or  offices,  and keep the books and records of the  Corporation,  except as may
otherwise  be required by law, at such other place or places,  either  within or
without the State of Delaware,  as the Board may from time to time  determine or
the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

               SECTION 1. Place of Meeting.  All meetings of the stockholders of
the  Corporation  (the  "stockholders")  shall  be  held  at the  office  of the
Corporation or at such other places, within or without the State of Delaware, as
may from time to time be fixed by the Board.

               SECTION  2.   Annual   Meetings.   The  annual   meeting  of  the
stockholders for the election of directors and for the transaction of such other
business as may properly  come before the meeting shall be held on such date and
at such hour as shall  from time to time be fixed by the Board.  Any  previously
scheduled  annual meeting of the  stockholders may be postponed by action of the
Board taken prior to the time  previously  scheduled for such annual  meeting of
stockholders.

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               SECTION 3. Special Meetings.  Except as otherwise required by law
or  the  Restated   Certificate  of   Incorporation   of  the  Corporation  (the
"Certificate")  and  subject  to the  rights  of the  holders  of any  series of
Preferred  Stock or Series Common Stock or any class or series of stock having a
preference  over the Common Stock as to dividends or upon  liquidation,  special
meetings of the  stockholders  for any purpose or purposes  may be called by the
Chairman,  either Co-Chief Executive Officer,  or the President or a majority of
the  entire  Board.  Only such  business  as is  specified  in the notice of any
special meeting of the stockholders shall come before such meeting.

               SECTION 4. Notice of Meetings.  Except as  otherwise  provided by
law,  written  notice of each  meeting of the  stockholders,  whether  annual or
special,  shall be given,  either by personal delivery or by mail, not less than
10 nor more than 60 days before the date of the meeting to each  stockholder  of
record entitled to notice of the meeting. If mailed, such notice shall be deemed
given when deposited in the United States mail, postage prepaid, directed to the
stockholder  at such  stockholder's  address as it appears on the records of the
Corporation.  Each  such  notice  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.  Notice of any meeting of stockholders shall not be
required to be given to any  stockholder who shall attend such meeting in person
or by proxy without protesting,  prior to or at the commencement of the meeting,
the lack of proper notice to such stockholder, or who shall waive notice thereof
as provided in Article X of these By-laws. Notice of adjournment of a meeting of
stockholders  need not be given if the time and  place to which it is  adjourned
are announced at such meeting,  unless the  adjournment is for more than 30 days
or, after adjournment, a new record date is fixed for the adjourned meeting.

               SECTION 5. Quorum.  Except as otherwise provided by law or by the
Certificate,  the holders of a majority of the votes  entitled to be cast by the
stockholders  entitled to vote generally,  present in person or by proxy,  shall
constitute a quorum at any meeting of the stockholders;  provided, however, that
in the case of any vote to be taken by classes, the holders of a majority of the
votes entitled to be cast by the stockholders of a particular

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class, present in person or by proxy, shall constitute a quorum of such class.

               SECTION  6.  Adjournments.  The  chairman  of the  meeting or the
holders of a majority of the votes entitled to be cast by the  stockholders  who
are  present in person or by proxy may  adjourn  the  meeting  from time to time
whether or not a quorum is  present.  In the event that a quorum  does not exist
with respect to any vote to be taken by a particular  class, the chairman of the
meeting or the  holders of a majority  of the votes  entitled  to be cast by the
stockholders of such class who are present in person or by proxy may adjourn the
meeting  with  respect  to the  vote(s) to be taken by such  class.  At any such
adjourned  meeting  at  which a  quorum  may be  present,  any  business  may be
transacted which might have been transacted at the meeting as originally called.

               SECTION  7.   Order  of   Business.   At  each   meeting  of  the
stockholders, the Chairman or, in the absence of the Chairman, the President, or
in the absence of both the Chairman and the  President,  such person as shall be
selected  by the  Board  shall  act as  chairman  of the  meeting.  The order of
business at each such  meeting  shall be as  determined  by the  chairman of the
meeting.  The  chairman of the  meeting  shall have the right and  authority  to
prescribe  such rules,  regulations  and  procedures and to do all such acts and
things as are  necessary  or  desirable  for the proper  conduct of the meeting,
including,   without  limitation,   the  establishment  of  procedures  for  the
maintenance  of order and safety,  limitations on the time allotted to questions
or  comments on the affairs of the  Corporation,  restrictions  on entry to such
meeting after the time prescribed for the commencement  thereof, and the opening
and closing of the voting polls.

               At any annual meeting of  stockholders,  only such business shall
be conducted as shall have been brought  before the annual  meeting (i) by or at
the direction of the chairman of the meeting or (ii) by any stockholder who is a
holder of record at the time of the  giving of the notice  provided  for in this
Section 7, who is  entitled to vote at the  meeting  and who  complies  with the
procedures set forth in this Section 7.

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               For business properly to be brought before an annual meeting by a
stockholder,  the  stockholder  must have given timely notice  thereof in proper
written  form to the  Secretary  of the  Corporation  (the  "Secretary").  To be
timely,  a  stockholder's  notice must be delivered to or mailed and received at
the principal  executive  offices of the  Corporation  not less than 70 days nor
more than 120 days prior to the anniversary  date of the  immediately  preceding
annual meeting; provided, however, that in the event that the date of the annual
meeting  is more  than 30 days  earlier  or more  than 60 days  later  than such
anniversary date, notice by the stockholder to be timely must be so delivered or
received  not earlier  than the 120th day prior to such  annual  meeting and not
later  than the  close of  business  on the  later of the 70th 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.  To be in  proper  written  form,  a
stockholder's  notice to the  Secretary  shall set forth in  writing  as to each
matter the stockholder  proposes to bring before the annual meeting: (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting;  (ii) the name
and  address,  as they appear on the  Corporation's  books,  of the  stockholder
proposing such business; (iii) the class and number of shares of the Corporation
which are beneficially  owned by the stockholder;  (iv) any material interest of
the stockholder in such business;  and (v) if the stockholder intends to solicit
proxies in support of such  stockholder's  proposal,  a  representation  to that
effect.  The  foregoing  notice  requirements  shall be  deemed  satisfied  by a
stockholder  if the  stockholder  has  notified  the  Corporation  of his or her
intention  to present a proposal  at an annual  meeting  and such  stockholder's
proposal  has been  included  in a proxy  statement  that has been  prepared  by
management  of the  Corporation  to solicit  proxies  for such  annual  meeting;
provided,  however, that if such stockholder does not appear or send a qualified
representative to present such proposal at such annual meeting,  the Corporation
need not present such proposal for a vote at such meeting,  notwithstanding that
proxies  in  respect  of such vote may have been  received  by the  Corporation.
Notwithstanding  anything in the By-laws to the contrary,  no business  shall be
conducted at any annual  meeting  except in accordance  with the  procedures set
forth in this Section 7. The chairman of an annual  meeting may refuse to permit
any

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business to be brought  before an annual  meeting which fails to comply with the
foregoing  procedures  or,  in  the  case  of a  stockholder  proposal,  if  the
stockholder  solicits proxies in support of such stockholder's  proposal without
having made the  representation  required by clause (v) of the second  preceding
sentence.

               SECTION  8.  List of  Stockholders.  It  shall be the duty of the
Secretary  or other  officer  who has charge of the stock  ledger to prepare and
make, at least 10 days before each meeting of the stockholders,  a complete list
of the stockholders  entitled to vote thereat,  arranged in alphabetical  order,
and showing the address of each stockholder and the number of shares  registered
in such  stockholder's  name.  Such list shall be produced and kept available at
the times and places required by law.

               SECTION 9. Voting.  Except as otherwise provided by law or by the
Certificate,  each  stockholder  of record of any series of  Preferred  Stock or
Series  Common Stock shall be entitled at each meeting of  stockholders  to such
number of votes,  if any,  for each  share of such  stock as may be fixed in the
Certificate or in the resolution or resolutions  adopted by the Board  providing
for the issuance of such stock,  and each  stockholder of record of Common Stock
shall be entitled at each meeting of  stockholders to one vote for each share of
such stock, in each case,  registered in such stockholder's name on the books of
the Corporation:

               (1) on the date fixed  pursuant  to  Section 6 of Article  VII of
        these By-laws as the record date for the  determination  of stockholders
        entitled to notice of and to vote at such meeting; or

               (2) if no such record date shall have been so fixed,  then at the
        close of business on the day next  preceding  the day on which notice of
        such meeting 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.

               Each stockholder  entitled to vote at any meeting of stockholders
may  authorize  not in excess of three  persons to act for such  stockholder  by
proxy. Any such proxy shall be delivered

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to the secretary of such meeting at or prior to the time  designated for holding
such meeting,  but in any event not later than the time  designated in the order
of business  for so  delivering  such  proxies.  No such proxy shall be voted or
acted upon after  three  years from its date,  unless the proxy  provides  for a
longer period.

               At each meeting of the stockholders,  all corporate actions to be
taken by vote of the  stockholders  (except  as  otherwise  required  by law and
except as  otherwise  provided in the  Certificate  or these  By-laws)  shall be
authorized by a majority of the votes cast by the stockholders  entitled to vote
thereon who are present in person or represented by proxy,  and where a separate
vote by class is required,  a majority of the votes cast by the  stockholders of
such class who are present in person or represented by proxy shall be the act of
such class.

               Unless  required  by law or  determined  by the  chairman  of the
meeting to be  advisable,  the vote on any  matter,  including  the  election of
directors,  need not be by  written  ballot.  In the  case of a vote by  written
ballot,  each  ballot  shall be signed  by the  stockholder  voting,  or by such
stockholder's proxy, and shall state the number of shares voted.

               SECTION 10. Inspectors. The chairman of the meeting shall appoint
two or more  inspectors to act at any meeting of  stockholders.  Such inspectors
shall  perform  such  duties as shall be  required  by law or  specified  by the
chairman of the meeting.  Inspectors  need not be  stockholders.  No director or
nominee for the office of director shall be appointed such inspector.

               SECTION  11.  Public  Announcements.  For purpose of Section 7 of
this Article II and Section 3 of Article III, "public  announcement"  shall mean
disclosure  (i) in a press  release  reported  by the Dow  Jones  News  Service,
Reuters  Information  Service or any similar or  successor  news wire service or
(ii) in a  writing  distributed  generally  to  stockholders  and in a  document
publicly filed by the  Corporation  with the Securities and Exchange  Commission
pursuant to Sections 13, 14 or 15(d) of the  Securities  Exchange Act of 1934 or
any successor provisions thereto.

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                                   ARTICLE III

                               Board of Directors

               SECTION  1.  General  Powers.  The  business  and  affairs of the
Corporation  shall be managed by or under the direction of the Board,  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things  as are  not by law or by the  Certificate  directed  or  required  to be
exercised or done by the stockholders.

               SECTION  2.  Number,   Qualification  and  Election.   Except  as
otherwise  fixed  by or  pursuant  to  the  provisions  of  Article  IV  of  the
Certificate  relating  to the rights of the  holders of any series of  Preferred
Stock or Series  Common Stock or any class or series of stock having  preference
over the  Common  Stock as to  dividends  or upon  liquidation,  the  number  of
directors of the Corporation  shall be determined from time to time by the Board
by the  affirmative  vote of directors  constituting  at least a majority of the
entire Board; provided that the number thereof may not be less than three.

               The directors, other than those who may be elected by the holders
of shares of any series of Preferred  Stock or Series  Common Stock or any class
or series of stock having a preference  over the Common Stock of the Corporation
as to dividends or upon  liquidation  pursuant to the terms of Article IV of the
Certificate or any resolution or resolutions  providing for the issuance of such
stock adopted by the Board,  shall be  classified,  with respect to the time for
which they severally  hold office,  into three classes as nearly equal in number
as possible, with each class to hold office until its successors are elected and
qualified. If the number of directors is changed by the Board, any newly created
directorships or any decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal as possible;  provided,  however,
that no  decrease  in the  number of  directors  shall  shorten  the term of any
incumbent  director.  Subject  to the  rights of the  holders  of any  series of
Preferred  Stock or Series Common Stock or any class or series of stock having a
preference  over the Common  Stock of the  Corporation  as to  dividends or upon
liquidation, at each such annual meeting of the stockholders, the

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successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

               Each director  shall be at least 21 years of age.  Directors need
not be stockholders of the Corporation.

               In any election of directors,  the persons  receiving a plurality
of the votes cast, up to the number of directors to be elected in such election,
shall be deemed elected.

               SECTION 3. Notification of Nominations.  Subject to the rights of
the holders of any series of Preferred Stock or Series Common Stock or any class
or series of stock having a preference  over the Common Stock as to dividends or
upon  liquidation,  nominations for the election of directors may be made by the
Board or by any stockholder who is a stockholder of record at the time of giving
of the notice of  nomination  provided for in this Section 3 and who is entitled
to vote for the election of directors.  Any  stockholder  of record  entitled to
vote for the  election  of  directors  at a meeting  may  nominate  persons  for
election as directors only if timely written notice of such stockholder's intent
to make such  nomination  is given,  either by  personal  delivery  or by United
States mail,  postage prepaid,  to the Secretary.  To be timely, a stockholder's
notice must be delivered to or mailed and  received at the  principal  executive
offices of the  Corporation  (i) with  respect to an  election  to be held at an
annual meeting of stockholders, not less than 70 nor more than 120 days prior to
the anniversary  date of the  immediately  preceding  annual meeting;  provided,
however,  that in the event that the date of the annual  meeting is more than 30
days earlier or more than 60 days later than such  anniversary  date,  notice by
the  stockholder  to be timely must be so delivered or received not earlier than
the 120th  day  prior to such  annual  meeting  and not later  than the close of
business on the later of the 70th 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 and (ii)  with  respect  to an  election  to be held at a special
meeting of stockholders for the election of directors, not earlier than the 90th
day prior to such  special  meeting  and not later than the close of business on
the

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later of the 60th day prior to such  special  meeting or the 10th day  following
the day on which  public  announcement  is first made of the date of the special
meeting  and of the  nominees  to be elected at such  meeting.  Each such notice
shall set forth: (a) the name and address of the stockholder who intends to make
the  nomination   and  of  the  person  or  persons  to  be  nominated;   (b)  a
representation  that the  stockholder  is a  holder  of  record  of stock of the
Corporation  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;  (c) a description of all  arrangements  or  understandings  between the
stockholder and each nominee and any other person or persons (naming such person
or persons)  pursuant to which the nomination or  nominations  are to be made by
the stockholder;  (d) such other information  regarding each nominee proposed by
such stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange  Commission had
each nominee been nominated,  or intended to be nominated, by the Board; (e) the
consent of each nominee to serve as a director of the  Corporation if so elected
and (f) if the  stockholder  intends  to  solicit  proxies  in  support  of such
stockholder's  nominee(s),  a representation to that effect. The chairman of the
meeting  may  refuse to  acknowledge  the  nomination  of any person not made in
compliance with the foregoing  procedure or if the stockholder  solicits proxies
in favor of such stockholder's nominee(s) without having made the representation
required  by the  immediately  preceding  sentence.  Only such  persons  who are
nominated in accordance with the procedures set forth in this Section 3 shall be
eligible to serve as directors of the Corporation.

               Notwithstanding  anything in the immediately  preceding paragraph
of this Section 3 to the contrary,  in the event that the number of directors to
be elected to the Board of Directors of the  Corporation at an annual meeting of
stockholders is increased and there is no public  announcement naming all of the
nominees  for  directors  or  specifying  the  size of the  increased  Board  of
Directors  made  by the  Corporation  at  least  70  days  prior  to  the  first
anniversary  of the preceding  year's annual  meeting,  a  shareholder's  notice
required  by this  Section  3 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 or

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mailed to and received by 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.

               SECTION  4.  Quorum and  Manner of  Acting.  Except as  otherwise
provided by law,  the  Certificate  or these  By-laws,  a majority of the entire
Board shall  constitute a quorum for the  transaction of business at any meeting
of the  Board,  and,  except  as so  provided,  the  vote of a  majority  of the
directors  present at any meeting at which a quorum is present  shall be the act
of the Board. The chairman of the meeting or a majority of the directors present
may  adjourn the  meeting to another  time and place  whether or not a quorum is
present. At any adjourned meeting at which a quorum is present, any business may
be  transacted  which might have been  transacted  at the meeting as  originally
called.

               SECTION 5. Place of Meeting.  The Board may hold its  meetings at
such place or places  within or without  the State of  Delaware as the Board may
from time to time  determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.

               SECTION 6. Regular Meetings.  Regular meetings of the Board shall
be held at such  times  and  places  as the  Board  shall  from  time to time by
resolution  determine.  If any day fixed for a regular  meeting shall be a legal
holiday under the laws of the place where the meeting is to be held, the meeting
which would  otherwise be held on that day shall be held at the same hour on the
next succeeding business day.

               SECTION 7. Special Meetings.  Special meetings of the Board shall
be held whenever called by the Chairman,  either Co- Chief Executive Officer, or
the President or by a majority of the directors.

               SECTION 8. Notice of Meetings.  Notice of regular meetings of the
Board or of any  adjourned  meeting  thereof  need not be given.  Notice of each
special  meeting of the Board shall be given by  overnight  delivery  service or
mailed to each  director,  in either  case  addressed  to such  director at such
director's residence

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or usual  place of  business,  at least  two days  before  the day on which  the
meeting  is to be held or  shall  be sent to  such  director  at such  place  by
telegraph or telecopy or be given personally or by telephone, not later than the
day  before  the  meeting  is to be held,  but  notice  need not be given to any
director who shall,  either before or after the meeting,  submit a signed waiver
of such notice or who shall attend such meeting without protesting,  prior to or
at its  commencement,  the lack of notice to such  director.  Every such  notice
shall state the time and place but need not state the purpose of the meeting.

               SECTION 9. Rules and Regulations.  The Board may adopt such rules
and regulations not inconsistent  with the provisions of law, the Certificate or
these  By-laws for the conduct of its meetings and  management of the affairs of
the Corporation as the Board may deem proper.

               SECTION 10.  Participation in Meeting by Means of  Communications
Equipment.  Any one or more  members of the Board or any  committee  thereof may
participate  in any  meeting of the Board or of any such  committee  by means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

               SECTION  11.  Action  without  Meeting.  Any action  required  or
permitted to be taken at any meeting of the Board or any  committee  thereof may
be taken  without a meeting  if all of the  members  of the Board or of any such
committee  consent thereto in writing and the writing or writings are filed with
the minutes or proceedings of the Board or of such committee.

               SECTION 12. Resignations.  Any director of the Corporation may at
any time  resign by  giving  written  notice to the  Board,  the  Chairman,  the
President  or the  Secretary.  Such  resignation  shall take  effect at the time
specified  therein  or,  if the  time be not  specified  therein,  upon  receipt
thereof;  and,  unless  otherwise  specified  therein,  the  acceptance  of such
resignation shall not be necessary to make it effective.

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               SECTION 13.  Removal of Directors.  Directors may be removed only
as provided in Section 4 of Article VI of the Certificate.

               SECTION  14.  Vacancies.  Subject to the rights of the holders of
any series of Preferred  Stock or Series  Common Stock or any class or series of
stock  having a  preference  over the  Common  Stock  of the  Corporation  as to
dividends or upon liquidation,  any vacancies on the Board resulting from death,
resignation,  removal  or other  cause  shall only be filled by the Board by the
affirmative vote of a majority of the remaining  directors then in office,  even
though less than a quorum of the Board,  or by a sole  remaining  director,  and
newly  created  directorships  resulting  from any  increase  in the  number  of
directors shall be filled by the Board, or if not so filled, by the stockholders
at the next  annual  meeting  thereof  or at a special  meeting  called for that
purpose  in  accordance  with  Section 3 of  Article  II of these  By-laws.  Any
director  elected in accordance  with the preceding  sentence of this Section 14
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.

               SECTION 15. Compensation. Each director, in consideration of such
person serving as a director,  shall be entitled to receive from the Corporation
such amount per annum and such fees (payable in cash or stock) for attendance at
meetings of the Board or of committees of the Board, or both, as the Board shall
from time to time  determine.  In addition,  each director  shall be entitled to
receive from the Corporation  reimbursement for the reasonable expenses incurred
by such person in connection  with the  performance of such person's duties as a
director.  Nothing  contained in this Section  shall  preclude any director from
serving the  Corporation  or any of its  subsidiaries  in any other capacity and
receiving proper compensation therefor.

               SECTION 16.  Independent Directors.

                      (a)  Independence of Members of Board of Directors at Time
of Nomination.  At the time that the Board determines the slate of directors for
election at an Annual Meeting of

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Stockholders,  a majority of the members of the Board,  assuming the election of
the nominated slate and taking into account  resignations  effective on or prior
to such Annual  Meeting,  shall be  determined by the Board to be eligible to be
classified as independent directors.

                      (b)  Directors  Elected to Fill  Vacancies on the Board or
Newly  Created  Directorships.  If the Board  elects  directors  between  Annual
Meetings of Stockholders to fill vacancies or newly created  directorships,  the
majority of all directors holding office  immediately after such elections shall
be  determined  by the Board to be  eligible  to be  classified  as  independent
directors.

                      (c)  Determination  of Independence  of Directors.  In its
determination  of a director's  eligibility  to be classified as an  independent
director pursuant to this Section 16, the Board shall consider, among such other
factors as it may in any case deem relevant, that the director: (i) has not been
employed by the Corporation as an executive officer within the past three years;
(ii) is not a paid  adviser or  consultant  to the  Corporation  and  derives no
financial benefit from any entity as a result of advice or consultancy  provided
to the Corporation by such entity;  (iii) is not an executive officer,  director
or  significant  stockholder  of a  significant  customer  or  supplier  of  the
Corporation; (iv) has no personal services contract with the Corporation; (v) is
not an  executive  officer  or  director  of a  tax-exempt  entity  receiving  a
significant part of its annual contributions from the Corporation; (vi) is not a
member  of the  immediate  family  of any  director  who  is not  considered  an
independent  director;  and (vii) is free of any other  relationship  that would
interfere with the exercise of independent judgment by such director.

                                   ARTICLE IV

                      Committees of the Board of Directors

               SECTION 1. Establishment of Committees of the Board of Directors;
Election  of Members  of  Committees  of the Board of  Directors;  Functions  of
Committees of the Board of Directors. The

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Board may, in accordance with and subject to the General  Corporation Law of the
State of  Delaware,  from  time to time  establish  committees  of the  Board to
exercise  such powers and  authorities  of the Board,  and to perform such other
functions, as the Board may from time to time determine.

               SECTION 2.  Procedure;  Meetings;  Quorum.  Regular  meetings  of
committees of the Board,  of which no notice shall be necessary,  may be held at
such times and places as shall be fixed by  resolution  adopted by a majority of
the members  thereof.  Special  meetings of any  committee of the Board shall be
called at the request of any member  thereof.  Notice of each special meeting of
any  committee  of the Board shall be sent by  overnight  delivery  service,  or
mailed to each member  thereof,  in either case addressed to such member at such
member's residence or usual place of business,  at least two days before the day
on which the meeting is to be held or shall be sent to such member at such place
by telegraph or telecopy or be given personally or by telephone,  not later than
the day before the  meeting is to be held,  but notice  need not be given to any
member who shall, either before or after the meeting,  submit a signed waiver of
such notice or who shall attend such meeting without protesting,  prior to or at
its commencement, the lack of such notice to such member. Any special meeting of
any committee of the Board shall be a legal meeting  without any notice  thereof
having been given,  if all the members  thereof shall be present  thereat and no
member shall protest the lack of notice to such member.  Notice of any adjourned
meeting of any  committee of the Board need not be given.  Any  committee of the
Board may adopt such rules and regulations not inconsistent  with the provisions
of law, the Certificate or these By-laws for the conduct of its meetings as such
committee  of the  Board may deem  proper.  A  majority  of the  members  of any
committee of the Board shall constitute a quorum for the transaction of business
at any meeting, and the vote of a majority of the members thereof present at any
meeting at which a quorum is present  shall be the act of such  committee.  Each
committee of the Board shall keep written  minutes of its  proceedings and shall
report on such proceedings to the Board.

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                                    ARTICLE V

                                    Officers

               SECTION  1.  Number;   Term  of  Office.   The  officers  of  the
Corporation  shall be such officers,  which may include a Chairman of the Board,
Chief  Executive  Officer  or  Co-Chief  Executive  Officers,  President,  Chief
Operating  Officer,  Chairman of the  Executive  Committee  and one or more Vice
Chairmen  and  Vice  Presidents  (including,   without  limitation,   Assistant,
Executive,  Senior and Group Vice  Presidents)  and a Treasurer,  Secretary  and
Controller and such other officers or agents with such titles and such duties as
the  Board  may  from  time to time  determine,  each  to have  such  authority,
functions or duties as in these  By-laws  provided or as the Board may from time
to time determine, and each to hold office for such term as may be prescribed by
the Board and until such  person's  successor  shall have been  chosen and shall
qualify,  or until such person's  death or  resignation,  or until such person's
removal in the manner hereinafter  provided.  The Chairman,  the Chief Executive
Officers,  the Vice-Chairmen,  the Chairman of the Executive Committee,  and the
President,  if any,  shall be elected from among the  directors.  One person may
hold the offices  and  perform  the duties of any two or more of said  officers;
provided,  however,  that no officer shall  execute,  acknowledge  or verify any
instrument in more than one capacity if such  instrument is required by law, the
Certificate or these By-laws to be executed,  acknowledged or verified by two or
more officers.  The Board may from time to time authorize any officer to appoint
and remove any such other officers and agents and to prescribe  their powers and
duties.  The Board may  require any  officer or agent to give  security  for the
faithful performance of such person's duties.

               Except as otherwise  provided by these By-laws,  any reference to
the Chairman or Chief Executive Officer in these Bylaws shall be deemed to mean,
if there are Co-Chairmen or Co-Chief Executive  Officers,  either Co-Chairmen or
either Co-Chief Executive Officer,  each of whom may severally exercise the full
powers and authorities of the office of Chairman or Chief Executive Officer,  as
the case may be.

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               SECTION 2.  Removal.  Any officer may be removed,  either with or
without  cause,  by the Board at any meeting  thereof called for the purpose or,
except in the case of any officer elected by the Board, by any superior  officer
upon whom such power may be conferred by the Board.

               SECTION 3.  Resignation.  Any  officer  may resign at any time by
giving notice to the Board, the Chairman or the Secretary.  Any such resignation
shall take  effect at the date of  receipt  of such  notice or at any later date
specified therein;  and, unless otherwise  specified therein,  the acceptance of
such resignation shall not be necessary to make it effective.

               SECTION 4.  Vacancies.  A vacancy in any office because of death,
resignation,  removal or any other cause may be filled for the unexpired portion
of the term in the manner  prescribed  in these  By-laws  for  election  to such
office.

               SECTION 5. Chairman of the Board. The Chairman shall, if present,
preside at meetings  of the Board and,  if  present,  preside at meetings of the
stockholders,  and,  if  present  and in the  absence  of  the  Chairman  of the
Executive  Committee,  preside  at  meetings  of the  Executive  Committee.  The
Chairman may sign and execute in the name of the Corporation  deeds,  mortgages,
bonds,  contracts or other  instruments.  The Chairman  shall,  when  requested,
counsel with and advise the other officers of the  Corporation and shall perform
such  other  duties as he may agree with the Chief  Executive  Officer or as the
Board may from time to time determine.

               SECTION 6. Chief Executive  Officer.  The Chief Executive Officer
shall have general  supervision and direction of the business and affairs of the
Corporation,  subject to the control of the Board.  The Chief Executive  Officer
may sign and execute in the name of the  Corporation  deeds,  mortgages,  bonds,
contracts  or  other  instruments.  The  Chief  Executive  Officer  shall,  when
requested,  counsel with and advise the other  officers of the  Corporation  and
shall perform such other duties as the Board may from time to time determine.

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               SECTION 7. The President. The President shall perform such senior
executive  duties as the Board shall from time to time determine.  The President
shall, if present and in the absence of the Chairman, preside at meetings of the
stockholders  and,  if present and in the  absence of the  Chairman,  preside at
meetings of the Board and, if present and in the absence of the  Chairman of the
Executive  Committee  and the Chairman of the Board,  preside at meetings of the
Executive  Committee.  The  President  may sign and  execute  in the name of the
Corporation  deeds,  mortgages,  bonds,  contracts  or  other  instruments.  The
President shall,  when requested,  counsel with and advise the other officers of
the  Corporation  and shall  perform  such other duties as he may agree with the
Chief Executive Officer or as the Board may from time to time determine.

               SECTION 8. Chief Operating  Officer.  The Chief Operating Officer
shall  perform  such senior  duties in  connection  with the  operations  of the
Corporation as the Board or the Chief Executive  Officer shall from time to time
determine.  The Chief Operating  Officer may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments.  The Chief
Operating  Officer,  shall,  when  requested,  counsel with and advise the other
officers of the  Corporation and shall perform such other duties as he may agree
with  the  Chief  Executive  Officer  or as the  Board  may  from  time  to time
determine.

               SECTION  9.  Vice-Chairman  of the Board.  In the  absence of the
Chairman of the Board and the  President,  the  Vice-Chairman  of the Board (the
"Vice Chairman") if one shall have been elected,  or if there shall be more than
one, a Vice-Chairman as designated by the Chairman or the President,  or, in the
absence of such  designation,  as  designated by the Board,  shall,  if present,
preside at meetings of the Board.  The Vice Chairman may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts or other instruments.
The Vice  Chairman  shall,  when  requested,  counsel  with and advise the other
officers of the  Corporation and shall perform such other duties as he may agree
with  the  Chief  Executive  Officer  or as the  Board  may  from  time  to time
determine.

               SECTION 10. Chairman of the Executive Committee.  The Chairman of
the Executive Committee shall, if present, preside at

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meetings of the Executive  Committee.  The Chairman of the  Executive  Committee
shall perform such other duties as the Board or the Executive Committee may from
time to time  determine.  The Chairman of the Executive  Committee  shall,  when
requested,  counsel with and advise the other  officers of the  Corporation  and
shall perform such other duties as he may agree with the Chief Executive Officer
or as the Board may from time to time determine.

               SECTION 11. Chief Financial Officer.  The Chief Financial Officer
of the Corporation, if one shall have been elected, shall perform all the powers
and  duties of the office of the chief  financial  officer  and in general  have
overall  supervision of the financial  operations of the Corporation.  The Chief
Financial  Officer  may sign and execute in the name of the  Corporation  deeds,
mortgages,  bonds,  contracts or other instruments.  The Chief Financial Officer
shall,  when  requested,  counsel  with and  advise  the other  officers  of the
Corporation  and shall  perform such other duties as he may agree with the Chief
Executive Officer or as the Board may from time to time determine.

               SECTION 12.  Vice-Presidents.  Any Vice-President shall have such
powers and duties as shall be prescribed  by his superior  officer or the Board.
Any  Vice-President  may sign and execute in the name of the Corporation  deeds,
mortgages, bonds, contracts or other instruments. The Vice President shall, when
requested,  counsel with and advise the other  officers of the  Corporation  and
shall perform such other duties as he may agree with the Chief Executive Officer
or as the Board may from time to time determine.

               SECTION  13.  Treasurer.  The  Treasurer,  if one shall have been
elected,  shall supervise and be responsible for all the funds and securities of
the Corporation;  the deposit of all moneys and other valuables to the credit of
the Corporation in depositories  of the  Corporation;  borrowings and compliance
with the provisions of all indentures, agreements and instruments governing such
borrowings to which the Corporation is a party; the disbursement of funds of the
Corporation and the investment of its funds; and in general shall perform all of
the duties  incident to the office of the Treasurer.  The Treasurer may sign and
execute in the name of the Corporation  deeds,  mortgages,  bonds,  contracts or
other instruments. The Treasurer shall, when requested, counsel with and

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advise the other officers of the Corporation and shall perform such other duties
as he may agree with the Chief  Executive  Officer or as the Board may from time
to time determine.

               SECTION  14.  Controller.  The  Controller  shall  be  the  chief
accounting  officer of the  Corporation.  The Controller may sign and execute in
the  name  of the  Corporation  deeds,  mortgages,  bonds,  contracts  or  other
instruments.  The Controller shall, when requested,  counsel with and advise the
other officers of the  Corporation and shall perform such other duties as he may
agree with the Chief Executive  Officer or the Chief Financial Officer or as the
Board may from time to time determine.

               SECTION 15.  Secretary.  It shall be the duty of the Secretary to
act as secretary at all meetings of the Board,  of the  committees  of the Board
and of the stockholders and to record the proceedings of such meetings in a book
or books to be kept for that purpose;  the Secretary  shall see that all notices
required to be given by the Corporation are duly given and served; the Secretary
shall be  custodian of the seal of the  Corporation  and shall affix the seal or
cause it to be affixed to all  certificates of stock of the Corporation  (unless
the  seal of the  Corporation  on such  certificates  shall be a  facsimile,  as
hereinafter provided) and to all documents,  the execution of which on behalf of
the  Corporation  under  its  seal is duly  authorized  in  accordance  with the
provisions  of these  By-laws;  the  Secretary  shall have  charge of the books,
records and papers of the Corporation and shall see that the reports, statements
and other  documents  required by law to be kept and filed are properly kept and
filed;  and in general shall perform all of the duties incident to the office of
Secretary.  The Secretary  shall,  when  requested,  counsel with and advise the
other officers of the  Corporation and shall perform such other duties as he may
agree  with the Chief  Executive  Officer  or as the Board may from time to time
determine.

               SECTION 16. Assistant Treasurers and Assistant  Secretaries.  Any
Assistant  Treasurers  and  Assistant  Secretaries  shall perform such duties as
shall be assigned to them by the Board.  Any  Assistant  Treasurer  or Assistant
Secretary  shall  perform  such  duties  as  shall  be  assigned  to them by the
Treasurer or Secretary, respectively, or by the Chairman of the Board or by

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the Chief Executive Officer.

                                   ARTICLE VI

                                 Indemnification

               SECTION  1. Right to  Indemnification.  The  Corporation,  to the
fullest  extent  permitted or required by Delaware  General  Corporation  Law or
other  applicable  law, as the same exists or may  hereafter be amended (but, in
the case of any such  amendment and unless  applicable  law otherwise  requires,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide prior to such  amendment),  shall indemnify and hold harmless any person
who  is or was a  director  or  officer  of the  Corporation  and  who is or was
involved in any manner (including,  without limitation, as a party or a witness)
or is threatened to be made so involved in any threatened,  pending or completed
investigation,  claim,  action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative (including, without limitation, any action, suit
or  proceedings  by or in the right of the  Corporation to procure a judgment in
its favor) (a  "Proceeding")  by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
(including,  without limitation, any employee benefit plan) (a "Covered Entity")
against all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such Proceeding; provided, however, that the foregoing shall not apply to a
director or officer of the  Corporation  with respect to a  Proceeding  that was
commenced by such director or officer unless the proceeding was commenced  after
a Change in Control (as  hereinafter  defined in Section 4(e) of this  Article).
Any  director  or officer of the  Corporation  entitled  to  indemnification  as
provided in this Section 1 is hereinafter  called an "Indemnitee".  Any right of
an Indemnitee to indemnification shall be a contract right and shall include the
right to receive,  prior to the  conclusion  of any  Proceeding,  payment of any
expenses  incurred  by  the  Indemnitee  in  connection  with  such  proceeding,
consistent with

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the provisions of applicable  law as then in effect and the other  provisions of
this Article.

               SECTION 2. Insurance,  Contracts and Funding. The Corporation may
purchase and maintain  insurance to protect  itself and any  director,  officer,
employee  or agent of the  Corporation  or of any  Covered  Entity  against  any
expenses,  judgments,  fines and amounts  paid in  settlement  as  specified  in
Section 1 of this Article or incurred by any such director, officer, employee or
agent in  connection  with  any  Proceeding  referred  to in  Section  1 of this
Article,  whether or not the Corporation  would have the power to indemnify such
person against such expense,  liability or loss under the DGCL. The  Corporation
may enter into  contracts with any director,  officer,  employee or agent of the
Corporation  or of any Covered  Entity in  furtherance of the provisions of this
Article  and may create a trust  fund,  grant a security  interest  or use other
means (including,  without limitation, a letter of credit) to ensure the payment
of such  amounts as may be necessary  to effect  indemnification  as provided or
authorized in this Article.

               SECTION 3.  Indemnification  Not  Exclusive  Right.  The right of
indemnification  provided in this  Article  shall not be  exclusive of any other
rights to which an Indemnitee  may otherwise be entitled,  and the provisions of
this Article  shall inure to the benefit of the heirs and legal  representatives
of any  Indemnitee  under this Article and shall be  applicable  to  Proceedings
commenced or continuing after the adoption of this Article, whether arising from
acts or omissions occurring before or after such adoption.

               SECTION 4. Advancement of Expenses; Procedures;  Presumptions and
Effect of Certain Proceedings;  Remedies. In furtherance,  but not in limitation
of the foregoing provisions, the following procedures, presumptions and remedies
shall  apply  with  respect  to   advancement  of  expenses  and  the  right  to
indemnification under this Article:

                      (a)  Advancement  of  Expenses.  All  reasonable  expenses
(including  attorney's  fees)  incurred  by or on  behalf of the  Indemnitee  in
connection  with any  Proceeding  shall be  advanced  to the  Indemnitee  by the
Corporation  within 20 days after the receipt by the  Corporation of a statement
or statements from the

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Indemnitee  requesting such advance or advances from time to time, whether prior
to or after final  disposition of such Proceeding.  Such statement or statements
shall  reasonably  evidence  the  expenses  incurred by the  Indemnitee  and, if
required by law at the time of such advance,  shall include or be accompanied by
an undertaking  by or on behalf of the Indemnitee to repay the amounts  advanced
if ultimately it should be determined  that the Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article.

                      (b)  Procedure  for   Determination   of   Entitlement  to
Indemnification. (i) To obtain indemnification under this Article, an Indemnitee
shall submit to the Secretary a written  request,  including such  documentation
and  information  as is reasonably  available to the  Indemnitee  and reasonably
necessary to determine  whether and to what extent the Indemnitee is entitled to
indemnification  (the  "Supporting  Documentation").  The  determination  of the
Indemnitee's entitlement to indemnification shall be made not later than 60 days
after  receipt by the  Corporation  of the written  request for  indemnification
together with the Supporting  Documentation.  The Secretary shall, promptly upon
receipt of such a request for indemnification,  advise the Board in writing that
the Indemnitee has requested indemnification.

                      (ii) The Indemnitee's entitlement to indemnification under
this Article shall be determined in one of the following ways: (A) by a majority
vote of the Disinterested  Directors (as hereinafter  defined in Section 4(e) of
this Article),  whether or not they  constitute a quorum of the Board;  (B) by a
written opinion of Independent  Counsel (as hereinafter  defined in Section 4(e)
of this Article) if (x) a Change in Control (as  hereinafter  defined in Section
4(e) of this Article)  shall have occurred and the Indemnitee so requests or (y)
there  are no  Disinterested  Directors  or a  majority  of  such  Disinterested
Directors so directs;  (C) by the  stockholders  of the  Corporation;  or (D) as
provided in Section 4(c) of this Article.

                      (iii) In the event the  determination  of  entitlement  to
indemnification  is to be made by Independent  Counsel  pursuant to Section 4(b)
(ii) of this Article, a majority of the Disinterested Directors shall select the
Independent Counsel, but only an

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Independent  Counsel  to  which  the  Indemnitee  does  not  reasonably  object;
provided,  however,  that if a  Change  in  Control  shall  have  occurred,  the
Indemnitee  shall  select  such  Independent  Counsel,  but only an  Independent
Counsel to which a majority of the  Disinterested  Directors does not reasonably
object.

                      (c) Presumptions and Effect of Certain Proceedings. Except
as otherwise  expressly  provided in this Article,  if a Change in Control shall
have   occurred,   the   Indemnitee   shall  be   presumed  to  be  entitled  to
indemnification  under this  Article  (with  respect  to  actions  or  omissions
occurring  prior to such Change in  Control)  upon  submission  of a request for
indemnification  together with the Supporting  Documentation  in accordance with
Section 4(b)(i) of this Article,  and thereafter the Corporation  shall have the
burden  of  proof  to  overcome   that   presumption   in  reaching  a  contrary
determination.  In any event,  if the person or persons  empowered under Section
4(b) of this Article to determine  entitlement to indemnification shall not have
been  appointed  or shall not have  made a  determination  within 60 days  after
receipt by the Corporation of the request therefor, together with the Supporting
Documentation,  the Indemnitee  shall be deemed to be, and shall be, entitled to
indemnification unless (A) the Indemnitee misrepresented or failed to disclose a
material  fact in making the request for  indemnification  or in the  Supporting
Documentation or (B) such  indemnification is prohibited by law. The termination
of any Proceeding described in Section 1 of this Article, or of any claim, issue
or matter therein, by judgment,  order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, adversely affect the
right of the  Indemnitee to  indemnification  or create a  presumption  that the
Indemnitee  did not act in good  faith  and in a  manner  which  the  Indemnitee
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation or, with respect to any criminal proceeding, that the Indemnitee had
reasonable cause to believe that such conduct was unlawful.

                      (d)  Remedies  of  Indemnitee.  (i)  In the  event  that a
determination  is  made  pursuant  to  Section  4(b) of this  Article  that  the
Indemnitee  is not  entitled  to  indemnification  under this  Article,  (A) the
Indemnitee  shall be entitled to seek an  adjudication  of  entitlement  to such
indemnification either, at the

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Indemnitee's  sole option,  in (x) an appropriate court of the State of Delaware
or any  other  court  of  competent  jurisdiction  or (y) an  arbitration  to be
conducted  by a  single  arbitrator  pursuant  to  the  rules  of  the  American
Arbitration  Association;  (B) any such judicial proceeding or arbitration shall
be de novo and the Indemnitee  shall not be prejudiced by reason of such adverse
determination;  and (C) if a Change in Control shall have occurred,  in any such
judicial  proceeding or arbitration,  the  Corporation  shall have the burden of
proving  that the  Indemnitee  is not  entitled  to  indemnification  under this
Article (with respect to actions or omissions  occurring prior to such Change in
Control).

                      (ii) If a determination  shall have been made or deemed to
have been  made,  pursuant  to  Section  4(b) or (c) of this  Article,  that the
Indemnitee is entitled to indemnification, the Corporation shall be obligated to
pay the amounts  constituting such  indemnification  within five days after such
determination  has  been  made  or  deemed  to  have  been  made  and  shall  be
conclusively   bound   by  such   determination   unless   (A)  the   Indemnitee
misrepresented  or failed to disclose a material  fact in making the request for
indemnification or in the Supporting  Documentation or (B) such  indemnification
is  prohibited  by law.  In the event that (X)  advancement  of  expenses is not
timely  made  pursuant  to  Section  4(a)  of this  Article  or (Y)  payment  of
indemnification   is  not  made  within  five  days  after  a  determination  of
entitlement  to  indemnification  has been  made or  deemed  to have  been  made
pursuant  to  Section  4(b) or (c) of this  Article,  the  Indemnitee  shall  be
entitled to seek judicial enforcement of the Corporation's  obligation to pay to
the Indemnitee such advancement of expenses or indemnification.  Notwithstanding
the foregoing,  the Corporation may bring an action,  in an appropriate court in
the State of Delaware or any other court of competent  jurisdiction,  contesting
the right of the  Indemnitee to receive  indemnification  hereunder,  due to the
occurrence of an event described in sub-clause (A) or (B) of this clause (ii) (a
"Disqualifying  Event");  provided,   however,  that  in  any  such  action  the
Corporation   shall  have  the  burden  of  proving  the   occurrence   of  such
Disqualifying Event.

                      (iii) The Corporation shall be precluded from asserting in
any judicial  proceeding or arbitration  commenced pursuant to this Section 4(d)
that the procedures and presumptions

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of this Article are not valid,  binding and  enforceable  and shall stipulate in
any such court or before any such  arbitrator  that the  Corporation is bound by
all the provisions of this Article.

                      (iv) In the event that the  Indemnitee,  pursuant  to this
Section 4(d),  seeks a judicial  adjudication  of or an award in  arbitration to
enforce  rights under,  or to recover  damages for breach of, this Article,  the
Indemnitee  shall be  entitled  to recover  from the  Corporation,  and shall be
indemnified by the  Corporation  against,  any expenses  actually and reasonably
incurred  by  the  Indemnitee  if  the  Indemnitee  prevails  in  such  judicial
adjudication  or  arbitration.  If it  shall  be  determined  in  such  judicial
adjudication or arbitration  that the Indemnitee is entitled to receive part but
not all of the  indemnification  or advancement of expenses sought, the expenses
incurred by the  Indemnitee in connection  with such  judicial  adjudication  or
arbitration shall be prorated accordingly.

                      (e) Definitions. For purposes of this Section 4:

                      (i)  "Authorized  Officer"  means any one of the Chairman,
the President,  a Vice Chairman, the Chief Financial Officer, any Vice President
or the Secretary of the Corporation.

                      (ii) "Change in Control"  means the  occurrence  of any of
the following (w) any merger or  consolidation  of the  Corporation in which the
Corporation is not the continuing or surviving  corporation or pursuant to which
shares  of  the  Corporation's  Common  Stock  would  be  converted  into  cash,
securities or other  property,  other than a merger of the  Corporation in which
the holders of the  Corporation's  Common Stock  immediately prior to the merger
have  the  same  proportionate  ownership  of  common  stock  of  the  surviving
corporation immediately after the merger, (x) any sale, lease, exchange or other
transfer (in one  transaction  or a series of related  transactions)  of all, or
substantially  all,  the  assets  of  the  Corporation,  or the  liquidation  or
dissolution  of the  Corporation,  (y) any  person  (as such term is  defined in
Section 4(c) of Article V of the Certificate of  Incorporation)  shall become an
Interested  Stockholder  (as defined  therein)  without the prior consent of the
Board, or (z) during any period of two consecutive years, individuals who at the
beginning of such period who shall

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have constituted the entire Board shall have ceased for any reason to constitute
a majority  thereof  unless the election,  or the nomination for election by the
Corporation's  stockholders,  of each new director shall have been approved by a
vote of at least  two-thirds  of the  directors  then  still in office  who were
directors at the beginning of the period.

                      (iii)  "Disinterested  Director"  means a director  of the
Corporation  who is not or was not a party to the Proceeding in respect of which
indemnification is sought by the Indemnitee.

                      (iv) "Independent Counsel" means a law firm or a member of
a law firm that  neither  presently  is,  nor in the past  five  years has been,
retained to  represent:  (x) the  Corporation  or the  Indemnitee  in any matter
material to either such party or (y) any other  party to the  Proceeding  giving
rise to a claim for  indemnification  under this  Article.  Notwithstanding  the
foregoing,  the term  "Independent  Counsel"  shall not  include any person who,
under the applicable standards of professional conduct then prevailing under the
law of the State of Delaware,  would have a conflict of interest in representing
either  the  Corporation  or  the  Indemnitee  in an  action  to  determine  the
Indemnitee's rights under this Article.

               SECTION 5.  Severability.  If any provision or provisions of this
Article  shall be held to be invalid,  illegal or  unenforceable  for any reason
whatsoever:  (a) the  validity,  legality and  enforceability  of the  remaining
provisions of this Article (including,  without limitation,  all portions of any
paragraph  of this Article  containing  any such  provision  held to be invalid,
illegal  or  unenforceable,   that  are  not  themselves  invalid,   illegal  or
unenforceable)  shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article (including,  without
limitation,  all portions of any paragraph of this Article  containing  any such
provision held to be invalid, illegal or unenforceable,  that are not themselves
invalid,  illegal or enforceable) shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

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               SECTION 6. Indemnification of Employees Serving as Directors. The
Corporation,  to the  fullest  extent of the  provisions  of this  Article  with
respect to the  indemnification  of directors  and officers of the  Corporation,
shall  indemnify any person who is or was an employee of the Corporation and who
is or was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any  threatened,  pending or
completed  Proceeding by reason of the fact that such employee is or was serving
(a) as a director of a corporation in which the  Corporation  had at the time of
such service, directly or indirectly, a 50 percent or greater equity interest (a
"Subsidiary  Director") and (b) at the written request of an Authorized Officer,
as a director of another corporation in which the Corporation had at the time of
such service, directly or indirectly, a less than 50 percent equity interest (or
no equity interest at all) or in a capacity equivalent to that of a director for
any partnership,  joint venture, trust or other enterprise  (including,  without
limitation,  any employee benefit plan) in which the Corporation has an interest
(a "Requested  Employee"),  against all expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such  Subsidiary  Director  or  Requested  Employee in  connection  with such
Proceeding.  The  Corporation  may also  advance  expenses  incurred by any such
Subsidiary   Director  or  Requested   Employee  in  connection  with  any  such
Proceeding,  consistent  with the provisions of this Article with respect to the
advancement of expenses of directors and officers of the Corporation.

               SECTION   7.    Indemnification    of   Employees   and   Agents.
Notwithstanding  any  other  provision  or  provisions  of  this  Article,   the
Corporation,  to the  fullest  extent of the  provisions  of this  Article  with
respect to the indemnification of directors and officers of the Corporation, may
indemnify  any person  other than a director  or officer of the  Corporation,  a
Subsidiary Director or a Requested Employee,  who is or was an employee or agent
of the Corporation and who is or was involved in any manner (including,  without
limitation,  as a party or a witness) or is threatened to be made so involved in
any threatened,  pending or completed Proceeding by reason of the fact that such
person is or was a  director,  officer,  employee  or agent of a Covered  Entity
against all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in

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settlement  actually and reasonably  incurred by such person in connection  with
such  Proceeding.  The  Corporation may also advance  expenses  incurred by such
employee or agent in connection  with any such  Proceeding,  consistent with the
provisions  of this  Article  with  respect to the  advancement  of  expenses of
directors and officers of the Corporation.

                                   ARTICLE VII

                                  Capital Stock

               SECTION 1.  Certificates  for Shares.  Certificates  representing
shares of stock of each class of the  Corporation,  whenever  authorized  by the
Board, shall be in such form as shall be approved by the Board. The certificates
representing  shares of stock of each  class  shall be signed by, or in the name
of, the  Corporation  by the Chairman or the  President,  a Vice Chairman or any
Vice-President and by the Secretary or any Assistant  Secretary or the Treasurer
or any Assistant  Treasurer of the Corporation,  and sealed with the seal of the
Corporation, which may be a facsimile thereof. Any or all such signatures may be
facsimiles  if  countersigned  by a transfer  agent or  registrar.  Although any
officer,  transfer  agent or registrar  whose  manual or facsimile  signature is
affixed  to such a  certificate  ceases to be such  officer,  transfer  agent or
registrar before such certificate has been issued, it may nevertheless be issued
by the  Corporation  with the same effect as if such officer,  transfer agent or
registrar were still such at the date of its issue.

               The stock  ledger and blank share  certificates  shall be kept by
the  Secretary or by a transfer  agent or by a registrar or by any other officer
or agent designated by the Board.

               SECTION 2.  Transfer of Shares.  Transfers  of shares of stock of
each class of the Corporation shall be made only on the books of the Corporation
by the holder thereof,  or by such holder's attorney  thereunto  authorized by a
power of attorney duly executed and filed with the Secretary or a transfer agent
for such stock, if any, and on surrender of the certificate or certificates  for
such shares properly endorsed or accompanied by a duly executed stock

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transfer power (or by proper evidence of succession,  assignment or authority to
transfer)  and the payment of any taxes  thereon;  provided,  however,  that the
Corporation shall be entitled to recognize and enforce any lawful restriction on
transfer.  The person in whose name  shares are  registered  on the books of the
Corporation  shall be deemed the owner  thereof for all  purposes as regards the
Corporation;  provided,  however,  that whenever any transfer of shares shall be
made for  collateral  security and not  absolutely,  and written  notice thereof
shall be given to the  Secretary or to such transfer  agent,  such fact shall be
stated in the entry of the  transfer.  No transfer  of shares  shall be valid as
against the Corporation,  its stockholders and creditors for any purpose, except
to render the transferee  liable for the debts of the  Corporation to the extent
provided by law,  until it shall have been  entered in the stock  records of the
Corporation by an entry showing from and to whom transferred.

               SECTION 3. Registered Stockholders and Addresses of Stockholders.
The  Corporation  shall be entitled to recognize the exclusive right of a person
registered  on its records as the owner of shares of stock to receive  dividends
and to vote as such  owner,  shall be  entitled  to hold  liable  for  calls and
assessments a person  registered on its records as the owner of shares of stock,
and shall not be bound to recognize  any equitable or other claim to or interest
in such share or shares of stock on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Delaware.

               Each  stockholder  shall  designate to the  Secretary or transfer
agent of the  Corporation  an address at which notices of meetings and all other
corporate  notices  may  be  served  or  mailed  to  such  person,  and,  if any
stockholder  shall fail to  designate  such  address,  corporate  notices may be
served upon such person by mail  directed to such person at such  person's  post
office  address,  if any, as the same  appears on the stock  record books of the
Corporation or at such person's last known post office address.

               SECTION 4. Lost, Destroyed and Mutilated Certificates. The holder
of  any  share  of  stock  of  the  Corporation  shall  immediately  notify  the
Corporation of any loss,  theft,  destruction  or mutilation of the  certificate
therefor; the Corporation may

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issue to such holder a new  certificate  or  certificates  for shares,  upon the
surrender  of the  mutilated  certificate  or,  in the  case of  loss,  theft or
destruction of the certificate,  upon satisfactory  proof of such loss, theft or
destruction;  the Board,  or a committee  designated  thereby,  or the  transfer
agents and registrars for the stock, may, in their discretion, require the owner
of  the  lost,  stolen  or  destroyed   certificate,   or  such  person's  legal
representative,  to give the Corporation a bond in such sum and with such surety
or sureties as they may direct to indemnify  the  Corporation  and said transfer
agents  and  registrars  against  any claim  that may be made on  account of the
alleged loss,  theft or destruction  of any such  certificate or the issuance of
such new certificate.

               SECTION 5. Regulations.  The Board may make such additional rules
and  regulations as it may deem  expedient  concerning the issue and transfer of
certificates  representing  shares of stock of each class of the Corporation and
may make such rules and take such action as it may deem expedient concerning the
issue  of  certificates  in lieu of  certificates  claimed  to have  been  lost,
destroyed, stolen or mutilated.

               SECTION 6.  Fixing  Date for  Determination  of  Stockholders  of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or  entitled  to  receive  payment  of any  dividend  or other  distribution  or
allotment  or 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, in advance,  a record date,  which shall not be more
than 60 nor less than 10 days before the date of such meeting,  nor more than 60
days prior to any other action.  A  determination  of  stockholders  entitled to
notice  of or to  vote at a  meeting  of the  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 7. Transfer Agents and Registrars. The Board may appoint,
or authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars.

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                                  ARTICLE VIII

                                      Seal

               The Board shall provide a corporate  seal,  which shall be in the
form of a circle and shall bear the full name of the  Corporation  and the words
and figures of "Corporate Seal Delaware 1983", or such other words or figures as
the  Board  may  approve  and  adopt.  The seal may be used by  causing  it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

                                   ARTICLE IX

                                   Fiscal Year

               The fiscal year of the  Corporation  shall end on the 31st day of
December in each year.

                                    ARTICLE X

                                Waiver of Notice

               Whenever any notice  whatsoever  is required to be given by these
By-laws,  by the Certificate or by law, the person entitled  thereto may, either
before or after the  meeting or other  matter in respect of which such notice is
to be given, waive such notice in writing,  which writing shall be filed with or
entered upon the records of the meeting or the records kept with respect to such
other  matter,  as the case may be, and in such event  such  notice  need not be
given to such person and such waiver shall be deemed equivalent to such notice.

                                   ARTICLE XI

                                   Amendments

               Any By-law (other than this Article XI) may be adopted, repealed,
altered or amended by a majority of the entire Board at

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any meeting thereof, provided that such proposed action in respect thereof shall
be stated in the notice of such Meeting.  The  stockholders  of the  Corporation
shall have the power to amend,  alter or repeal any  provision of these  By-laws
only to the extent and in the manner provided in the Certificate.

                                   ARTICLE XII

                                  Miscellaneous

               SECTION 1.  Execution of  Documents.  The Board or any  committee
thereof shall  designate the officers,  employees and agents of the  Corporation
who shall have power to execute and deliver deeds, contracts,  mortgages, bonds,
debentures,  notes, checks, drafts and other orders for the payment of money and
other  documents  for and in the  name  of the  Corporation  and  may  authorize
(including  authority to  redelegate) by written  instrument to other  officers,
employees or agents of the Corporation.  Such delegation may be by resolution or
otherwise  and the  authority  granted  shall be general or confined to specific
matters, all as the Board or any such committee may determine. In the absence of
such designation referred to in the first sentence of this Section, the officers
of the Corporation  shall have such power so referred to, to the extent incident
to the normal performance of their duties.

               SECTION 2. Deposits.  All funds of the  Corporation not otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
or  otherwise  as the  Board or any  committee  thereof  or any  officer  of the
Corporation  to whom power in respect of  financial  operations  shall have been
delegated by the Board or any such committee or in these By-laws shall select.

               SECTION 3.  Checks.  All checks,  drafts and other orders for the
payment  of money  out of the funds of the  Corporation,  and all notes or other
evidences of indebtedness of the  Corporation,  shall be signed on behalf of the
Corporation  in such  manner  as  shall  from  time to  time  be  determined  by
resolution  of the Board or of any  committee  thereof or by any  officer of the
Corporation  to whom power in respect of  financial  operations  shall have been
delegated  by the Board or any such  committee  thereof or as set forth in these
By-laws.

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               SECTION 4.  Proxies in  Respect of Stock or Other  Securities  of
Other  Corporations.  The Board or any  committee  thereof  shall  designate the
officers  of the  Corporation  who  shall  have  authority  from time to time to
appoint an agent or agents of the  Corporation  to  exercise  in the name and on
behalf of the  Corporation  the powers and rights which the Corporation may have
as the holder of stock or other  securities  in any other  corporation  or other
entity,  and to vote or consent in  respect  of such stock or  securities;  such
designated  officers  may  instruct the person or persons so appointed as to the
manner of exercising such powers and rights;  and such  designated  officers may
execute or cause to be executed in the name and on behalf of the Corporation and
under its corporate seal, or otherwise, such written proxies, powers of attorney
or other  instruments  as they may deem  necessary  or proper in order  that the
Corporation may exercise its said powers and rights.

               SECTION 5. Subject to Law and Certificate of  Incorporation.  All
powers,  duties and responsibilities  provided for in these By-laws,  whether or
not explicitly so qualified,  are qualified by the provisions of the Certificate
and applicable laws.

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