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                                                                  Exhibit 3.(ii)

                                     BY-LAWS

                                       OF

                                TIME WARNER INC.

              Incorporated under the Laws of the State of Delaware

                           Effective November 19, 1998
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                                TABLE OF CONTENTS

                                                                           Page

                    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......................................................... 1
  Notice of Meetings....................................................... 2
  Quorum................................................................... 2
  Adjournments............................................................. 2
  Order of Business........................................................ 2
  List of Stockholders..................................................... 4
  Voting................................................................... 4
  Inspectors............................................................... 5
  Public Announcements..................................................... 5


                    ARTICLE III:  Board of Directors ...................... 5

  General Powers........................................................... 5
  Number, Qualification and Election....................................... 5
  Notification of Nominations ............................................. 6
  Quorum and Manner of Acting.............................................. 7
  Place of Meeting......................................................... 7
  Regular Meetings......................................................... 7
  Special Meetings......................................................... 8
  Notice of Meetings....................................................... 8
  Rules and Regulations.................................................... 8
 
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 Participation in Meeting by Means of
           Communications Equipment........................................ 8
  Action without Meeting................................................... 8
  Resignations............................................................. 8
  Removal of Directors..................................................... 8
  Vacancies................................................................ 9
  Compensation............................................................. 9
  Independent Directors.................................................... 9
          
                  ARTICLE IV:  Committees of the Board of Directors ...... 10

  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...... 10
  Procedure; Meetings; Quorum............................................. 10

                 ARTICLE V: Officers ..................................... 11

  Number; Term of Office.................................................. 11
  Removal................................................................. 11
  Resignation............................................................. 11
  Vacancies............................................................... 12
  Chairman of the Board................................................... 12
  Chief Executive Officer................................................. 12
  The President........................................................... 12
  Chief Operating Officer ................................................ 12
  Vice-Chairman of the Board.............................................. 13
  Chairman of the Executive Committee..................................... 13
  Chief Financial Officer................................................. 13
  Vice-Presidents......................................................... 13
  Treasurer............................................................... 13
  Controller.............................................................. 14
  Secretary............................................................... 14
  Assistant Treasurers and Assistant Secretaries ........................  14

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                 ARTICLE VI: Indemnification ............................. 15

  Right to Indemnification................................................ 15
  Insurance, Contracts and Funding........................................ 15
  Indemnification Not Exclusive Right..................................... 16
  Advancement of Expenses; Procedures; Presumptions
           and Effect of Certain Proceedings; Remedies.................... 16
  Severability............................................................ 19
  Indemnification of Employees Serving  as Directors...................... 20
  Indemnification of Employees and Agents................................. 20


                ARTICLE VII:  Capital Stock .............................. 21

  Certificates for Shares................................................. 21
  Transfer of Shares...................................................... 21
  Registered Stockholders and Addresses of Stockholders................... 22
  Lost, Destroyed and Mutilated Certificates.............................. 22
  Regulations............................................................. 22
  Fixing Date for Determination of  Stockholders of Record................ 22
  Transfer Agents and Registrars.......................................... 23

                ARTICLE VIII: Seal ....................................... 23

                ARTICLE IX:  Fiscal Year ................................. 23

                ARTICLE X:  Waiver of Notice ............................. 23

                ARTICLE XI: Amendments ................................... 24


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                ARTICLE XII: Miscellaneous ............................... 24

  Execution of Documents.................................................. 24
  Deposits................................................................ 24
  Checks.................................................................. 24
  Proxies in Respect of Stock or Other  Securities of Other Corporations.. 25
  Subject to Law and Certificate of  Incorporation........................ 25

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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.

         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.



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         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 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, 


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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.

         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 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


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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 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.

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         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.

                                   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 


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adopted by the Board, shall be elected by the stockholders entitled to vote
thereon at each annual meeting of the stockholders, and shall hold office until
the next annual meeting of stockholders and until each of their successors shall
have been duly elected and qualified.

         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 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 


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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 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.



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         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 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.

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


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         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
until the next annual meeting of stockholders 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 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 


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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 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 


                                      -10-
<PAGE>   16
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.

                                    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 By-laws 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.

         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 


                                      -11-
<PAGE>   17
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.

         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.

                                      -12-
<PAGE>   18
         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 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 


                                      -13-
<PAGE>   19
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 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 the
Chief Executive Officer.

                                      -14-
<PAGE>   20
                                   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 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 


                                      -15-
<PAGE>   21
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 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 


                                      -16-
<PAGE>   22
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 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 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 


                                      -17-
<PAGE>   23
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 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.

                                      -18-
<PAGE>   24
                      (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 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 


                                      -19-
<PAGE>   25
(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.

         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 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.

                                      -20-
<PAGE>   26
                                   ARTICLE VII

                                  Capital Stock

         SECTION 1. Certificates for Shares. The shares of stock of the
Corporation shall be represented by certificates, or shall be uncertificated
shares that may be evidenced by a book-entry system maintained by the registrar
of such stock, or a combination of both. To the extent that shares are
represented by certificates, such certificates 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 upon
authorization by the registered 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 if such shares are
represented by a certificate, upon surrender of the certificate or certificates
for such shares properly endorsed or accompanied by a duly executed stock
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.


                                      -21-
<PAGE>   27
         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 certificate representing any shares of stock of the Corporation shall
immediately notify the Corporation of any loss, theft, destruction or mutilation
of such certificate; the Corporation may 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, transfer and
registration of certificated or uncertificated 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 


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<PAGE>   28
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.

                                  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 1996", 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.


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<PAGE>   29
                                   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 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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<PAGE>   30
         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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