BY-LAWS


                                       OF


                            USFREIGHTWAYS CORPORATION








                           AS ADOPTED AUGUST 17, 2000








<PAGE>






                                     BY-LAWS

                                       of

                            USFreightways Corporation

                              Dated August 17, 2000

                                    ARTICLE I

                                     Offices

                  SECTION   1.1   Offices.    USFreightways   Corporation   (the
"Corporation")  may have offices either within or without the State of Delaware.
The registered office of the Corporation and the name of the registered agent of
the Corporation are as is set forth in the Restated Certificate of Incorporation
of the Corporation, or as may subsequently be or have been changed by resolution
of the Board of Directors (the "Board").

                                   ARTICLE II

                            Meetings of Stockholders

                  SECTION  2.1.  Annual  Meetings.  An  annual  meeting  of  the
stockholders  of the  Corporation  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  time  as the  Board  may  from  time to time
determine, or, if not so designated, then at 10:00 a.m., on the third Tuesday in
April in each year if not a legal holiday,  and, if a legal holiday, at the same
hour on the next  succeeding  work day, and at such place as shall be designated
by the Board in the notice thereof.

                  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 complies with the procedures set forth in this Section 2.1.


                  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.  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 30 days nor more
than 60 days prior to the annual meeting;  provided,  however, that in the event
that less than 40 days'  notice or prior  public  disclosure  of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to be
timely  must be  received  not later than the close of  business on the 10th day
following  the day on which such  notice of the date of the annual  meeting  was
mailed or such public  disclosure  was 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;  and (iv) any material interest
of the stockholder in such business.  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 2.1.


                  SECTION  2.2.  Special   Meetings.A  special  meeting  of  the
stockholders for any purpose or purposes may be called at any time by the Board,
or by any committee of the Board which has been duly designated by the Board and
whose powers and authority,  as expressly provided in a resolution of the Board,
include the power to call such meetings,  and such meeting shall be held on such
date and at such place and hour as shall be  designated  in the notice  thereof.
Upon written request of any stockholder or stockholders holding in the aggregate
one-fifth of the voting power of all stockholders delivered in person or sent by
registered mail to the Chairman of the Board, the Chief Executive  Officer,  the
President  or the  Secretary  of the  Corporation,  the  Secretary  shall call a
special  meeting of  stockholders to be held at such time and place as the board
my fix;  provided,  however,  that no stockholder  may request a Special Meeting
pursuant to this Section 2.2 on more than two occasions  during any twelve month
period.  Only such business as is specified in the notice of any special meeting
of the stockholders shall come before such meeting.
<PAGE>

                  SECTION 2.3. Notice of Meetings. Notice of each meeting of the
stockholders  shall be given not less than 10 nor more than 60 days  before  the
date of the meeting to each  stockholder of record  entitled to notice of, or to
vote at, such meeting by delivering a typewritten  or printed  notice thereof to
such  stockholder  personally or by depositing  such notice in the United States
mail, postage prepaid,  directed to such stockholder at such person's address as
it appears on the stock record of the Corporation. Every such notice shall state
the place, date and hour of the meeting and, in the case of a special meeting is
called. Notice of the time, place and purpose of any meeting of stockholders may
be waived in writing, either before or after such meeting, and will be waived by
any  stockholder  by such  person's  attendance  thereat,  in person or by proxy
(unless  such  stockholder  protests,  prior  to or at the  commencement  of the
meeting, the lack of proper notice to such stockholder). Any stockholder waiving
notice of a meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.

                  SECTION 2.4. Adjournments. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place,  and notice need not be given of any such  adjourned  meeting if the time
and place  thereof  are  announced  at the meeting at which the  adjournment  is
taken. At the adjourned  meeting the Corporation may transact any business which
might have been  transacted at the original  meeting.  If the adjournment is for
more than thirty days,  or if after the  adjournment  a new record date is fixed
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

                  SECTION  2.5.  Quorum and Manner of Acting.  The  presence  in
person or by proxy of stockholders holding of record a majority of the shares of
stock of the Corporation  entitled to be voted shall constitute a quorum for the
transaction of business at any meeting of the stockholders.  In the absence of a
quorum  at any such  meeting  or any  adjournment  or  adjournments  thereof,  a
majority in voting  interest of those present in person or by proxy and entitled
to vote,  or, in the  absence  therefrom  of all the  stockholders,  any officer
entitled to preside at, or to act as  secretary  of, such  meeting,  may adjourn
such  meeting  from time to time in the manner  provided  in  Section  2.4 until
stockholders holding the amount of stock requisite for a quorum shall be present
in person or by proxy.  The  absence  from any  meeting in person or by proxy of
stockholders  holding the number of shares of stock of the Corporation  required
for action upon any given matter  which may properly  come before the meeting if
there shall be present there at, in person or by proxy of  stockholders  holding
the number of shares of stock of the  Corporation  required  for action upon any
given  matter  shall be  present  there at, in person or by proxy,  stockholders
holding the number of shares of stock of the Corporation  required in respect of
such  other  matter.  The  stockholders  present  at a duly  called or  convened
meeting,  at which a quorum is present,  may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.


                  SECTION 2.6.      Organization of Meetings. At each meeting of
the  stockholders,  one of the following  shall act as chairman of the meeting
and preside there at, in the following order of precedence:

                  (a) the Chairman of the Board, or, if such person is not
present or if no person holds such office,  any officer or director of the
Corporation designated by the Board; or

                  (b) any officer or director of the Corporation designated by a
majority in voting  interest of the  stockholders  present in person or by proxy
and entitled to vote there at.

                  The person whom the  chairman of the  meeting  shall  appoint,
shall act as secretary of the meeting and keep the minutes thereof.
<PAGE>
                  SECTION 2.7. Order of Business.  The order of business at each
meeting of the stockholders  shall be determined by the chairman of the meeting,
but such order of business  may be changed by a majority  in voting  interest of
those  present in person or by proxy at such  meeting and entitled to vote there
at. The chairman of the meeting  shall have the right and authority to prescribe
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.

                  The  chairman  of any  meeting  shall,  if the facts  warrant,
determine  and declare to such  meeting that  business was not properly  brought
before the annual  meeting in accordance  with the provisions of Sections 2.1 or
2.2 hereof and, if such person should so determine, such person shall so declare
to the meeting and any such  business  not properly  brought  before the meeting
shall not be transacted.

                  SECTION 2.8. Voting.  Each stockholder  shall, at each meeting
of the  stockholders,  be  entitled  to one vote in  person or by proxy for each
share of stock of the  Corporation  which  has  voting  power on the  matter  in
question  held by such person and  registered in such person's name on the stock
record of the Corporation:

                  (a) on the date fixed  pursuant to the  provisions  of Section
8.6 of Article VIII of these By-laws as the record date for the determination of
stockholders  who shall be  entitled  to  receive  notice of and to vote at such
meeting; or

                  (b) if no record  date shall  have been so fixed,  then at the
close of  business  on the day next  preceding  the day on which  notice  of the
meeting  shall be given or, if notice of the  meeting  shall be  waived,  at the
close of business on the day next  preceding  the day on which the meeting shall
be held, or, if no record date for determining  stockholders entitled to express
consent to corporate  action in writing without a meeting shall have been fixed,
the day on which the first written consent is expressed.

                  Shares of its own stock  belonging  to the  Corporation  or to
another  corporation,  if a  majority  of the  shares  entitled  to  vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation,  shall neither be entitled to vote nor be counted for quorum
purposes.  Any vote of stock of the  Corporation  may be given at any meeting of
the  stockholders  by the person entitled to vote the same in person or by proxy
(who need not be a stockholder)  appointed by an instrument in writing delivered
to secretary of the meeting; provided,  however, that no proxy shall be voted or
acted upon after  three years from its date  unless  such proxy  provides  for a
longer  period.  The  attendance  at  any  meeting  of  a  stockholder  who  may
theretofore  have given a proxy shall not have the effect of  revoking  the same
unless such person shall in writing so notify the secretary of the meeting prior
to voting of the  proxy.  Shares  standing  in the names of two or more  persons
shall  be voted or  represented  in  accordance  with the  determination  of the
majority of such  persons,  or, if only one of such persons is present in person
or  represented  by proxy,  such person shall have the right to vote such shares
and such shares shall be deemed to be represented for the purpose of determining
a quorum.  At all  meetings of  stockholders  for the  election  of  directors a
plurality of the votes cast shall be  sufficient to elect.  All other  elections
and  questions  shall,  unless  otherwise  provided by law, the  Certificate  of
Incorporation  or these  By-laws,  be decided by the vote which could be cast by
the holders of all shares of stock entitled to vote thereon which are present in
person or represented by proxy at the meeting.  Unless otherwise required by law
or  directed  by the  chairman  of the  meeting,  the vote at any meeting of the
stockholders  on any question need not be by ballot.  On a vote by ballot,  each
ballot shall be signed by the stockholder  voting,  or by such person's proxy if
there be such proxy, and shall state the number of shares voted.
<PAGE>

                  SECTION 2.9.  Consent in Lieu of Meeting.  Anything  herein to
the contrary  notwithstanding,  any action required to be taken at any annual or
special meeting of stockholders of the  Corporation,  or any action which may be
taken at any annual or special meeting of such stockholders, may be taken at any
annual  or  special  meeting  of such  stockholders  or may be taken  without  a
meeting,  without  prior  notice  and  without a vote if a consent  in  writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present  and  voted.  Prompt  notice  of the  taking of the
corporate  action  without a meeting by  stockholders  who have not consented in
writing and any  certificate  filed with respect to such matter shall state that
such written notice has been given.

                  SECTION 2.10.  List of  Stockholders.  It shall be the duty of
the  officer of the  Corporation  who shall have  charge of the stock  ledger of
record,  either  directly or through another officer of the Corporation or agent
thereof,  to prepare  and make,  at least 10 days  before  every  meeting of the
stockholders,  a complete  list of the  stockholders  entitled to vote there at,
arranged in alphabetical  order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the  examination of any  stockholder,  for any purpose germane to the
meeting,  during ordinary  business hours for a period of at least 10 days prior
to the  meeting,  either at the place where the meeting is to be held or at such
other place  within the city where the meeting is to be held,  which place shall
be specified in the notice of the meeting.  Such list shall also be produced and
kept at the time and place of the meeting  during the whole time thereof and may
be inspected by any  stockholder  who is present.  The stock record shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
record,  such  list or the books of the  Corporation  or to vote in person or by
proxy at any meeting of the stockholders.

                  SECTION 2.11. Inspectors.  Either the Board or, in the absence
of a designation of inspectors by the Board, the chairman of the meeting may, in
its or such person's discretion, appoint two or more inspectors, who need not be
stockholders,  who shall  receive  and take  charge of ballots  and  proxies and
decide all questions  relating to the qualification of those asserting the right
to vote and the validity of ballots and proxies.  In the event of the failure or
refusal to serve of any inspector  designated by the Board,  the chairman of the
meeting  shall  appoint  an  inspector  to act in place of each  such  inspector
designated by the Board.  In the absence of a  designation  of inspectors by the
Board and the  chairman of the  meeting,  the  secretary  of the  meeting  shall
perform the duties which would otherwise have been performed by the inspectors.


                                   ARTICLE III

                               Board of Directors


                  SECTION 3.1.      General Powers.  The property,  business,
affairs and policies of the Corporation shall be manageD by or under the
direction of the Board.

                  SECTION 3.2. Number and Term of Office.The Board shall consist
of not less than three nor more than twenty-one  directors.  The exact number of
directors  shall be determined  from time to time by a resolution or resolutions
adopted by the  affirmative  vote of a majority of the total number of directors
which  the  corporation  would  have if there  were no  vacancies  (the  "entire
Board").  The directors  shall be divided into three  classes.  Each class shall
consist,  as nearly as may be  possible,  of  one-third  of the total  number of
directors  constituting  the entire  Board.  If the classes of directors are not
equal in number,  the Board shall determine which class shall contain an unequal
number of directors.

                  Upon, or as soon as practicable  following,  the filing of the
Restated  Certificate of  Incorporation,  the first class of directors  shall be
elected  for a term to expire at the annual  meeting  next  ensuing,  the second
class until the second annual meeting thereafter,  and the third class until the
third  annual  meeting   thereafter.   At  each  succeeding  annual  meeting  of
stockholders,  successors  to the class of directors  whose term expires at that
annual  meeting  shall be  elected  for a  three-year  term.  If the  number  of
directors  is  changed  in  accordance  with  the  terms of the  Certificate  of
Incorporation   and  this  Section  3.2,  any  increase  or  decrease  shall  be
apportioned  among the classes so as to maintain the number of directors in each
class as nearly  equal as  possible  and any  additional  director  of any class
elected to fill a vacancy  resulting  from an  increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease  in the number of  directors  shorten the term of any
incumbent  director.  A director  shall hold office until the annual meeting for
the year in which his or her term expires and until his or her  successor  shall
be elected and shall qualify,  subject,  however, to the director's prior death,
resignation, disqualification or removal from office.
<PAGE>

                  SECTION 3.3 Nomination and Election of Directors.  Nominations
of  persons  for  election  to the Board may be made at any  annual  meeting  of
stockholders  by or at the direction of the Board or by any  stockholder  of the
Corporation  entitled to vote for the  election of  directors at the meeting who
was a stockholder of record at the time of giving of notice provided for in this
Section  3.3 and who  complies  with the  notice  procedures  set  forth in this
Section 3.3. Any such  nomination  by a  stockholder  shall be made  pursuant to
timely  notice in  writing to the  Secretary  of the  Corporation.  To be timely
notice for an annual meeting,  a stockholder's  notice shall be delivered to and
received by the Secretary of the Corporation not less than 60 days nor more than
90 days prior to the first  anniversary of the preceding  year's annual meeting;
provided  that, in the event that the date of the annual  meeting is advanced by
more than 30 days or  delayed by more than 60 days from such  anniversary  date,
notice by the  stockholder  to be timely must be so  delivered  and received not
earlier  than the 90th day prior to such  annual  meeting and not later than the
close of business on the later of the 60th day prior to such annual  meeting and
the 10th day  following  the day on which a public  announcement  of the date of
such meeting is first made.  Notwithstanding  anything in the foregoing sentence
to the contrary,  in the event that the number of directors to be elected to the
Board  is  increased  and  there is no  public  announcement  naming  all of the
nominees for director or specifying the size of the increased  Board made by the
Corporation  at least 70 days prior to the first  anniversary  of the  preceding
year's annual meeting, a stockholder's notice required by this Section 3.3 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 the Secretary of
the Corporation at the principal  executive  office 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.

                  Nominations  of persons for  election to the Board may be made
at a special  meeting  of  stockholders  at which  directors  are to be  elected
pursuant to the  Corporation's  notice of meeting (i) by or at the  direction of
the Board or (ii) by any  stockholder of the Corporation who is a stockholder of
record at the time of giving of notice  provided  for in this  Section  3.3, who
shall be  entitled  to vote at the  meeting  and who  complies  with the  notice
procedures set forth in this Section 3.3. In the event the  Corporation  calls a
special  meeting  of  stockholders  for  the  purpose  of  electing  one or more
directors to the Board,  any such  stockholder  may nominate a person or persons
(as the  case may be) for  election  to such  position(s)  as  specified  in the
Corporation's  notice of meeting, if the stockholder's notice shall be delivered
to and received by the secretary of the  Corporation at the principal  executive
offices of the  Corporation  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  and the 10th day  following  the day on which a
public  announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting.

                  Any  stockholder's  notice delivered  pursuant to this Section
3.3  shall set  forth in  writing  (i) as to each  person  whom the  stockholder
proposes to nominate  for  election or  re-election  as a director (A) the name,
age,  business address and residence  address of such person,  (B) the principal
occupation or  employment  of such person,  (C) the number of shares of stock of
the Corporation which are beneficially  owned by such person,  and (D) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
connection  with the  solicitation  of proxies for election of directors,  or as
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (the "Exchange Act") (including,  without limitation,  such
person's  written  consent to being named in proxy statement as a nominee and to
serving as a director if  elected),  and any other  applicable  laws or rules or
regulations of any governmental authority or of any national securities exchange
or similar body overseeing any trading market on which shares of the Corporation
are traded;  and (ii) as to the stockholder giving the notice and the beneficial
owner,  if any, on whose behalf the  nomination is made (A) the name and address
of such  stockholder,  as they appear on the  Corporation's  books,  and of such
beneficial owner and (B) the class and number of shares of the Corporation which
are owned  beneficially  and of record by such  stockholder  and such beneficial
owner.
<PAGE>
                  At the request of the Board, any person nominated by the Board
for election as a director  shall  furnish to the  Secretary of the  Corporation
that  information  required  to  be  set  forth  in a  stockholder's  notice  of
nomination  which  pertains to the  nominee.  No person  shall be  eligible  for
election as a director of the  Corporation  unless  nominated in accordance with
the procedures set forth in this Section 3.3. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance  with the  procedures  prescribed by these By-Laws and in
that event the defective  nomination  shall be  disregarded.  In addition to the
provisions  of this  Section  3.3,  a  stockholder  shall also  comply  with all
applicable  requirements  of the  Exchange  Act and the  rules  and  regulations
thereunder,  and  any  other  applicable  laws or  rules  or  regulations  of an
governmental  authority  or any  national  securities  exchange or similar  body
overseeing  any trading  market on which shares of the  Corporation  are traded,
with respect to the matters set forth herein.

                  At  each  meeting  of the  stockholders  for the  election  of
directors,  provided a quorum is present,  the directors nominated in accordance
with this  Section  3.3 for  election  at such  meeting  shall be  elected  by a
plurality of the votes  validly  cast in such  election.  Directors  need not be
stockholders of the Corporation or residents of the State of Delaware.


                  SECTION 3.4 Meetings. (a) Regular Meetings.Regular meetings of
the Board or any committee  thereof shall be held as the Board or such committee
thereof  shall  from  time to time  determine.  If any day  fixed  for a regular
meeting  shall be a legal  holiday at the place where the meeting is to be held,
then the meeting  which would  otherwise  be held on that day shall be postponed
until the next succeeding business day.

                  (b) Notice of  Meetings.  Special  meetings  of the Board,  at
which any and all business may be transacted,  shall be held whenever  called by
the Chief  Executive  Officer,  the  President,  the  Chairman of the Board or a
majority of the Board.
<PAGE>

                  (c) Notice of Meetings.  No notice of regular  meetings of the
Board or of any committee  thereof or of any adjourned  meeting  thereof need be
given. Notice shall be given to each special meeting of the Board or adjournment
thereof, including the time and place thereof. Notice of each such meeting shall
be mailed to each director,  addressed to such person at such person's residence
or usual  place of  business,  at lease two days  before  the day on which  such
meeting  is to be  held,  or  shall  be sent to such  person  at such  place  by
facsimile,  telegraph,  cable, wireless or other form of recorded communication,
or be delivered personally or by telephone not later than the day before the day
on  which  such  meeting  is to be  held,  but  notice  need not be given to any
director who shall attend  meeting.  A written  waiver of notice,  signed by the
person entitled thereto,  whether before or after the time of the meeting stated
therein,  shall be deemed equivalent to notice. The purposes of a meeting of the
Board or any committee thereof need not be specified in the notice thereof.

                  (d) Time and Place of Meetings.  Regular meetings of the Board
or any committee thereof shall be held at such time or times and place or places
as the Board or such  committee  may from time to time  determine.  Each special
meeting  of the Board or any  committee  thereof  shall be held at such time and
place as the caller or callers  thereof may determine.  In the absence of such a
determination,  each  regular  meeting  or  special  meeting of the Board or any
committee thereof shall be held at such time and place as shall be designated in
the notices or waivers of notice thereof.

                  (e) Quorum and Manner of Acting.  A majority of the  directors
then in office and a majority of the members of any  committee  shall be present
in  person  at any  meeting  thereof  in order to  constitute  a quorum  for the
transaction  of  business  at such  meeting  and the vote of a  majority  of the
directors  present at any such  meeting  at which a quorum is  present  shall be
necessary  for the passage of any  resolution or for an act to be the act of the
Board or such committee. In the absence of a quorum, a majority of the directors
present  thereat may adjourn such meeting from time to time until a quorum shall
be present there at. Notice of any adjourned meeting need not be given.

                  (f)  Organization  of Meetings.  At each meeting of the Board,
the  Chairman  of the Board or, if such  person is not  present  or if no person
holds such office,  any director  chosen by a majority of the directors  present
there at shall act as chairman of the  meeting and preside  thereat.  The person
whom the chairman of the meeting  shall  appoint  shall act as secretary of such
meeting and keep the minutes  thereof.  The order of business at each meeting of
the Board shall be determined by the chairman of such meeting.

                  (g)  Consent  in  Lieu of  Meetings.  Anything  herein  to the
contrary  notwithstanding,  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 members of the Board or such committee,  as the case may be, consent thereto
in a writing or writings and such writing or writings are filed with the minutes
of the proceedings of the Board or such committee.

                  (h)  Action  by  Communications  Equipment.The  directors  may
participate  in a meeting  of the  Board or any  committee  thereof  by means of
conference telephone or similar  communications  equipment by means of which all
persons  participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.
<PAGE>

                  SECTION  3.5.  Compensation.  Each  director who is not also a
salaried  employee of the Company or any of its affiliates,  in consideration of
he or she serving as such,  shall be entitled  to receive  from the  Corporation
such amount per annum and such fees for  attendance  at meetings of the Board or
of any committee, or both, as the Board shall from to time determine.  The Board
may provide that the  Corporation  shall  reimburse each director or member of a
committee,  including any director who is a salaried  employee of the Company or
any of its  affiliates,  for any expenses  incurred by such person on account of
such person's attendance at any such meeting.

                  SECTION 3.6. Resignation,  Removal and Vacancies. Any director
may resign at any time by giving written notice of such person's  resignation to
the Board. Any such resignation  shall take effect at the time specified therein
or, if the time when it shall become  effective shall not be specified  therein,
when  accepted  by the  Board.  Except  as  aforesaid,  the  acceptance  of such
resignation shall not be necessary to make it effective.

         Any  director  may be  removed  at any  time  for  cause by vote of the
holders of a majority in voting  interest of shares then  entitled to vote at an
election of  directors.  The vacancy in the Board caused by any such removal may
be  filled  by the  stockholders  at such  meeting  or as  provided  in the next
paragraph of these By-laws.

                  In the case of any  vacancy on the Board or in the case of any
newly created directorship,  a director to fill the vacancy or the newly created
directorship  for the unexpired  portion of the term being filled may be elected
by a majority of the directors of the  Corporation  then in office,  though less
than a quorum,  or by a sole remaining  director.  The director  elected to fill
such vacancy shall hold office for the  unexpired  term in respect of which such
vacancy  occurred and until such person's  successor  shall be elected and shall
qualify or until such person's  earlier death or  resignation  or removal in the
manner herein provided.

                                   ARTICLE IV

                                   Committees


                  SECTION 4.1.  Number,  Appointment,  Term of Office.  etc. The
Board,  by  resolution  or  resolutions  passed by a majority of the Board,  may
designate  one or more  committees,  each  committee  to  consist of one or more
directors then in office.  Each member of any such  committee  shall continue as
such only so long as such  person  remains a director  and may be removed at any
time,  with or without  cause,  by a majority  of the Board.  Any vacancy on any
committee may be filled at any time by the vote of a majority of the Board.

                  In the absence or in case of the  disqualification of a member
or members  of any such  committee,  the  member or  members  of such  committee
present and not disqualified from voting at a meeting of such committee, whether
or not such person or they constitute a quorum, may unanimously  appoint another
member  of the  Board  to  act at  such  meeting  in  place  of  any  absent  or
disqualified member.

                  SECTION 4.2.  Functions and Powers.  Each committee shall have
such functions and powers as the Board shall deem advisable and,  subject to any
limitations or restrictions  which may be prescribed by resolution of the Board,
if an Executive Committee is designated,  it shall have and may exercise all the
powers and authority of the Board in the  management of the property,  business,
affairs and policies of the  Corporation,  including  the power and authority to
declare dividends and to authorize the issuance of stock of the Corporation, and
may authorize the seal of the  Corporation to be affixed to all papers which may
require  it;  provided,  however,  that no  committee  shall  have the  power of
authority to:  approve  amendments to the  Certificate of  Incorporation  of the
Corporation  (except  that a  committee  may,  to the extent  authorized  in the
resolution or resolutions  providing for the issuance of shares of stock adopted
by the board as provided in Section 151(a) of the Delaware  General  Corporation
Law, fix the designations and any of the preferences or rights of such shares or
fix the number of shares of any series of stock or  authorize  the  increase  or
decrease  of  the  shares  of  any  series);   adopt  agreements  of  merger  or
consolidation;  recommend to the stockholders the sale, lease or exchange of all
or substantially  all the property and assets of the  Corporation;  recommend to
the  stockholders the dissolution of the Corporation or the revocation of such a
dissolution; or amend these By-laws.

                  SECTION 4.3.      Rules.  Subject to the  provisions of these
By-laws,  each  committee by  resolution  adopted by a majority of all the
members thereof shall fix its rules of procedure.
<PAGE>

                                    ARTICLE V

                                    Officers

                  SECTION 5.1. Election and Appointment and Term of Office.  The
Corporation  shall have such  officers  with such titles as shall be stated in a
resolution  of the  Board,  and with  such  duties  as  shall  be given  them as
hereinafter  provided  or as may  otherwise  be  specifically  given them by the
Board,  but such officers  shall include at least (a) a Chairman of the Board or
one or more  Vice-Chairmen  of the  Board  or a  Chief  Executive  Officer  or a
President,  or any or all  the  foregoing,  and (b) a  Secretary  or one or more
Assistant Secretaries or a Treasurer or one or more Assistant Treasurers, or any
or all of the foregoing.  One of such officers shall have the duty to record the
proceedings of the meetings of  stockholders  and directors in a book to be kept
for that  purpose.  Any number of offices may be held by the same person  except
that at least one  person who holds an office  referred  to in clause (a) of the
second preceding sentence shall not be the same as at least one person who holds
any office referred to in clause (b) of the second preceding sentence.

                  SECTION 5.2. Resignation,  Removal and Vacancies.  Any officer
may resign at any time by giving written notice of such person's  resignation to
the Board. Any such resignation  shall take effect at the time specified therein
or, if the time when it shall become  effective  shall not be specified  therein
when  accepted  by the  Board.  Except  as  aforesaid,  the  acceptance  of such
resignation shall not be necessary to make it effective.

                  Any  officer,  agent or employee  elected or  appointed by the
Board may be removed, with or without cause, at any time by the Board. Any agent
or employee  appointed by an officer may be removed,  with or without cause,  at
any time by such officer.

                  A  vacancy  in any  office  may be  filled  for the  unexpired
portion of the term in the same manner as provided in these By-laws for election
or appointment to such office.

                  SECTION 5.3.      Duties and Functions.       If  any  of  the
following  offices  is  created  and a  person appointed or elected  thereto,
and unless the Board otherwise  provides,  such offices and persons shall have
the following duties and functions:

                  (a)  Chairman.  If a  Chairman  of the Board is  appointed  or
elected,  such person shall be a member of the Board,  shall preside at meetings
of the Board and of the  stockholders  at which such  person  shall be  present,
shall  perform  such duties as are incident to the office of the Chairman of the
Board,  and  shall  perform  such  other  duties  as may  from  time  to time be
prescribed by the Board.

                  (b)  Vice-Chairman.  If any  Vice-Chairman or Vice-Chairmen of
the Board are  appointed or elected,  they shall be members of the Board,  shall
perform  such duties as are incident to the office of the  Vice-Chairman  of the
Board,  and  shall  perform  such  other  duties  as may  from  time  to time be
prescribed by the Board.

                  (c) Chairman of the Executive Committee.  If a Chairman of the
Executive  Committee is  appointed or elected,  such person shall be a member of
the Board,  shall  preside at meetings of the  Executive  Committee,  shall when
requested  consult with and advise the other  officers of the  Corporation,  and
shall  perform such other duties as may be agreed upon with them or as the Board
or the Executive Committee may from time to time determine.

                  (d) Chief Executive  Officer.  If a Chief Executive Officer is
appointed or elected,  such person  shall,  subject to the control of the Board,
have general charge and management of the property,  business and affairs of the
Corporation and shall have the direction of, and may assign duties to, all other
officers  (other than the Chairman and any  Vice-Chairman,  if either or both is
appointed or elected), agents and employees.

                  (e) President.   If a President is  appointed  or elected,
such person shall have such powers and duties as shall be prescribed by the
Chief Executive  Officer,  if one is appointed or elected,  or the Board.  The
President shall report to the Chief Executive Officer.

                  (f) Chief Operating Officer. If any Chief Operating Officer is
appointed or elected,  such person shall have such powers and duties as shall be
prescribed by the Chief Executive Officer or the President, if either or both is
appointed or elected, or the Board.
<PAGE>


                  (g) Chief Financial Officer. If any Chief Financial Officer is
appointed or elected, such person shall perform all the powers and duties of the
offices of the chief  financial  officer  and chief  accounting  officer  and in
general  shall have  overall  supervision  of the  financial  operations  of the
Corporation. The Chief Financial Officer shall also perform such other duties as
the Chief  Executive  Officer,  the President or the Board may from time to time
determine.

                  (h) Vice Presidents.  If any Vice President or Vice Presidents
are  appointed  or  elected,  they shall have such powers and duties as shall be
prescribed by the Chief Executive Officer or the President, if either or both is
appointed or elected,  or the Board.  Vice  Presidents  for this  purpose  shall
include Senior,  Executive,  Assistant and all other categories or types of Vice
Presidents.


                  (i)  Secretary.  If a Secretary is appointed or elected,  such
person shall attend and keep the records of all meetings of the stockholders and
the Board in one or more books kept for that purpose,  shall give or cause to be
given due  notice of all  meetings  in  accordance  with  these  By-laws  and as
required by law,  shall notify the several  officers of the  Corporation  of all
action taken by the Board  concerning  matters  relating to their duties,  shall
transmit to the proper officers copies of all contracts and resolutions approved
by the Board or any  committees of the Board,  shall be custodian of the seal of
the  Corporation  and of all  contracts,  deeds,  documents and other  corporate
papers,  records (except accounting  records) and indicia of title to properties
owned by the  Corporation  as shall not be  committed  to the custody of another
officer by the Chief  Executive  Officer or the President,  if either or both is
appointed or elected,  or the Board, shall affix or cause to be affixed the seal
of the  Corporation  to  instruments  requiring the same when the same have been
signed on behalf of the corporation by a duly authorized officer,  shall perform
all duties and have all powers  incident to the office of  Secretary,  and shall
perform  such  other  duties as shall be  assigned  to such  person by the Chief
Executive  Officer or the President,  if either or both is appointed or elected,
or the Board. One or more Assistant Secretaries may be appointed or elected, who
shall  perform  all the duties and have all the powers of the  Secretary  in the
absence of or in case of a failure to appoint or elect or when so  delegated  by
the Secretary, and as the Chief Executive Officer or the President, if either or
both is appointed or elected, or the Board may direct.

                  (j)  Treasurer.  If a Treasurer is appointed or elected,  such
person shall  perform the duties  incident to the office of  Treasurer  and such
other duties as shall be assigned to such person by the Chief Executive  Officer
or the President,  if either or both is appointed or elected,  or the Board. One
or more  Assistant  Treasurers may be appointed or elected who shall perform all
the duties and have all the powers of the Treasurer in the absence of, or in the
case of a failure to appoint or elect,  or when so delegated  by the  Treasurer,
and as the  Chief  Executive  Officer  or the  President,  if  either or both is
appointed or elected, or the Board may direct.

                  (k) Controller.  If a Controller is appointed or elected, such
person shall  perform all the duties  incident to the office of  Controller  and
such  other  duties as may be  assigned  to such  person by the Chief  Executive
Officer or the  President,  if either or both is appointed  or elected.,  or the
Board.  One or more Assistant  Controllers may be appointed or elected who shall
perform all the duties and have all the powers of the  Controller in the absence
of, or in the case of a failure to appoint or elect,  or when so  delegated  by,
the Controller,  and as the Chief Executive Officer or the President,  if either
of both is appointed or elected, or the Board may direct.
<PAGE>

                                   ARTICLE VI

                      Waiver of Notices; Place of Meetings

                  SECTION  6.1.  Waiver  of  Notices.  Anything  herein  to  the
contrary  notwithstanding,  whenever  notice  is  required  to be  given  to any
director or member of a committee or  stockholder,  a waiver thereof in writing,
signed by the person  entitled  to such  notice  shall be deemed  equivalent  to
notice,  whether  given before or after the time  specified  therein and, in the
case of a waiver of notice of a meeting,  whether or not such  waiver  specifies
the purpose of or business to be  transacted  at such  meeting.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
where the person  attends the meeting for the express  purpose of objecting,  at
the beginning of the meeting,  to the  transaction  of any business  because the
meeting is not lawfully called or convened, and does so object.

                  SECTION 6.2.   Place of Meetings.   Any meeting of the
stockholders, the Board or any committee may be held within or without the State
of Delaware.

                                   ARTICLE VII

      Execution and Delivery of Documents; Deposits; Proxies; Books and Records


                  SECTION 7.1. Execution and Delivery of Documents;  Delegation.
The Board shall designate the officers,  employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts,  mortgages, bonds,
debentures,  checks,  drafts and other orders for the payment of money and other
documents  for  and in the  name  of the  Corporation  and  may  authorize  such
officers,  employees and agents to delegate such power  (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 may
determine.  In the absence of such designation referred to in the first sentence
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  7.2.  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 officer of the  Corporation to whom
power in that respect shall have been delegated by the Board shall select.

                  SECTION 7.3.  Proxies in Respect of Stock or Other  Securities
of Other Corporations.Unless otherwise provided by the Board, any officer of the
Corporation  shall have the  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,  to vote or consent in
respect of such stock or  securities  and to 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 such
person may deem necessary or proper in order that the  Corporation  may exercise
such  powers  and  rights.  Such  officer  may  instruct  any  person or persons
appointed as aforesaid as to the manner of exercising such powers and rights.

                  SECTION 7.4.  Books and Records.  The books  and  records  of
the  Corporation  may be kept at such  places within or without the State of
Delaware as the proper officers of the Corporation may from time to time
determine.

                                  ARTICLE VIII

Certificates; Stock Record; Transfer and Registration; New Certificates;
                              Record Date, etc.


                  SECTION 8.1.  Certificates for Stock. Every holder of stock of
the Corporation shall be entitled to have a certificate certifying the number of
shares  owned by such person in the  Corporation  and  designating  the class of
stock to which such shares belong,  which shall otherwise be in such form as the
Board shall prescribe.  Each such certificate shall be signed by, or in the name
of the  Corporation  by, the  Chairman,  a  Vice-Chairman,  the Chief  Executive
Officer,  the  President  or a  Vice  President  of the  Corporation  and by the
Treasurer,  an Assistant  Treasurer,  the Secretary or an Assistant Secretary of
the  Corporation.  Any of or all such signatures may be facsimiles.  In case any
authorized  officer who has signed or whose facsimile  signature has been placed
upon a  certificate  shall have ceased to be such  officer or  authorized  agent
before  such  certificate  is  issued,  it may  nevertheless  be  issued  by the
Corporation  with the  same  effect  as if such  person  were  such  officer  or
authorized  agent on the date of issue.  Every  certificate  surrendered  to the
Corporation  for exchange or transfer shall be canceled and a new certificate or
certificates shall not be issued in exchange for any existing  certificate until
such existing certificate shall have been so canceled,  except in cases provided
for in Section 8.4 of this Article.
<PAGE>

                  SECTION  8.2.  Stock  Record.  A stock  record  in one or more
counterparts shall be kept of the name of the person, firm or corporation owning
the stock  represented by each certificate for stock of the Corporation  issued,
the number of shares  represented  by each such  certificate,  the date of issue
thereof and, in the case of cancellation,  the date of cancellation.  The person
in whose name shares of stock stand on the stock record of the Corporation shall
be deemed the owner thereof for all purposes as regards the Corporation.

                  SECTION 8.3. Transfer and Registration of Stock.
                  (a)   Transfer.  The transfer of stock and certificates  of
stock  which  represent  the stock of the  corporation  shall be governed by
Article 8 of Subtitle I of Title 6 of the Delaware Code.

                  (b)  Registration.  Registration of transfers of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof,  or by such person's attorney  thereunto  authorized by power of
attorney duly executed and filed with an officer of the Corporation,  and on the
surrender of the certificate or certificates  for such shares properly  endorsed
or accompanied by a stock power duly executed.

                  SECTION 8.4. New  Certificates.(a)  Lost,  Stolen or Destroyed
Certificates.  Where a stock certificate has been lost,  apparently destroyed or
wrongfully taken, the issuance of a new stock certificate or the claims based on
such certificate  shall be governed by Article 8 of Subtitle I of Title 6 of the
Delaware Code.

                  (b)   Mutilated   Certificates.   Where  the   holder  of  any
certificate  for  stock  of the  Corporation  notifies  the  Corporation  of the
mutilation of such  certificate  within a reasonable  time after such person has
notice of it, the Corporation will issue a new certificate for stock in exchange
for such mutilated certificate theretofore issued by it.

                  (c) Bond. The Board may, in its discretion,  require the owner
of the lost, stolen,  destroyed or mutilated certificate to give the Corporation
a bond in such sum,  limited or unlimited,  in such form and with such surety or
sureties  sufficed to indemnify  the  Corporation  against any claim that may be
made against it on account of the loss, theft,  destruction or mutilation of any
such certificate or the issuance of any such new certificate.

                  SECTION 8.5.   Regulations. The  Board  may  make  such  rules
and  regulations  as it  may  deem  expedient, concerning the issue, transfer
and registration of certificates for stock of the Corporation.

                  SECTION 8.6. 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 to express  consent to  corporate  action in  writing  without a meeting,  or
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights,  or  entitled  to  exercise  any rights in respect of any change,
conversion  or exchange of stock or for the purpose of any other lawful  action,
the Board may fix, 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.  If no record date is fixed:  (1) the record date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be at the close of business on the day next preceding the day
on which  notice is given or, if notice is waived,  at the close of  business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining  stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary, shall
be the day on which the first written consent is expressed;  (3) the record date
for  determining  stockholders  for any other  purpose  shall be at the close of
business on the day on which the Board adopts the resolution relating thereto. A
determination  of stockholders  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.



<PAGE>




                                   ARTICLE IX

                                      Seal

                  SECTION 9.1.  Seal.  The Corporate seal shall consist of a die
bearing  the full name of the  Corporation  in the outer  circle  and the legend
"Corporate  Seal 1991  Delaware" in the inner  circle.  This seal may be used by
causing it or a facsimile  thereof to be impressed or affixed or  reproduced  or
otherwise.

                                    ARTICLE X

                                   Fiscal Year

                  SECTION 10.1 Fiscal Year.  The fiscal year of the  Corporation
shall end on the  Saturday  closest to December  31 in each year,  or such other
date as the Board determines.



                                   ARTICLE XI

                                   Amendments

                  SECTION  11.1.  Amendments.  These  By-laws  may  be  amended,
altered or repealed by the vote of a majority of the Board, subject to the power
of the  holders  of a  majority  of the  outstanding  stock  of the  Corporation
entitled to vote in respect thereof, by their vote given at an annual meeting or
at any special meeting, to amend, alter or repeal any By-law made by the Board.

                                   ARTICLE XII

                                 Subject to Law

                  SECTION 12.1.
Subject to Law.  All  provisions of these  By-Laws are subject to  requirements
of applicable  law and the Certificate of Incorporation of the Corporation.


                                  ARTICLE XIII

                                 Indemnification

                  SECTION  13.1.  Power  to  Indemnify  in  Actions,   Suits  or
Proceedings  Other Than Those by or in the Right of the Corporation.  Subject to
Section 13.3 of this Article  XIII,  the  Corporation  shall  indemnify and hold
harmless,  to the fullest extent  permitted by applicable law, any person who is
or was a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  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,  employee  benefit  plan or  other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed  to the  best  interests  of the  Corporation,  or with  respect  to any
criminal action or proceeding,  that such person had reasonable cause to believe
that such person's conduct was unlawful.
<PAGE>

                  SECTION  13.2.  Power  to  Indemnify  in  Actions,   Suits  or
Proceedings  by or in the Right of the  Corporation.  Subject to Section 13.3 of
this Article XIII, the  Corporation  shall  indemnify and hold harmless,  to the
fullest extent  permitted by applicable law, any person who is or was a party or
is threatened to be made a party to any threatened,  pending or completed action
or suit by or in the right of the Corporation to produce a judgment in its favor
by  reason  of  the  fact  that  he is or  was a  director  or  officer  of  the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the  adjudication of liability,  in view of all the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

                  SECTION   13.3.   Authorization   of   Indemnification.    Any
indemnification  under this Article  XIII  (unless  ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the  circumstances  because he has met the  applicable  standard of
conduct set forth in Section 13.1 or Section 13.2 of this Article  XIII,  as the
case may be.  Such  determination  shall be made (i) by the Board by a  majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (ii) by a committee of such  directors  designated by a
majority vote of such directors even though less than a quorum, or (iii) if such
a  quorum  is  not  obtainable,  or,  even  if  it is  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iv) by the stockholders.  To the extent,  however, that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  therewith,  without the necessity of  authorization  in the specific
case.

                  SECTION  13.4.  Good  Faith  Defined.   For  purposes  of  any
determination  under Section 13.3 of this Article XIII, a person shall be deemed
to have acted in good faith and in a manner such person  reasonably  believed to
be in or not opposed to the best interests of the Corporation,  or, with respect
to any criminal action or proceeding, to have had no reasonable cause to believe
such  person's  conduct was unlawful,  if such  person's  action is based on the
records or books of  account of the  Corporation  or another  enterprise,  or on
information  supplied  to such  person by the  officers  of the  Corporation  or
another  enterprise  in the  course of their  duties,  or on the advice of legal
counsel for the  Corporation or another  enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified  public  accountant  or by an  appraiser or the expert  selected  with
reasonable  care by the  Corporation  or another  enterprise.  The term "another
enterprise" as used in this Section 13.4 shall mean any other corporation or any
partnership,  joint venture, trust, employee benefit plan or other enterprise of
which such  person is or was  serving at the  request  of the  Corporation  as a
director,  officer, employee or agent. The provisions of this Section 13.4 shall
not be deemed to be exclusive or to limit in any way the  circumstances in which
a person may be deemed to have met the applicable  standard of conduct set forth
in Sections 13.1 or 13.2 of this Article XIII, as the case may be.
<PAGE>


                  SECTION 13.5  Indemnification by a Court.  Notwithstanding any
contrary  determination  in the specific case under Section 13.3 of this Article
XIII,  and  notwithstanding  the absence of any  determination  thereunder,  any
director,  officer,  employee  or  agent  may  apply to any  court of  competent
jurisdiction  in the  State  of  Delaware  for  indemnification  to  the  extent
otherwise  permissible  under  Sections 13.1 and 13.2 of this Article XIII.  The
basis of such  indemnification by a court shall be a determination by such court
that  indemnification of the director,  officer,  employee or agent is proper in
the  circumstances  because  such  person has met the  applicable  standards  of
conduct set forth in Sections 13.1 or 13.2 of this Article XIII, as the case may
be. Neither a contrary  determination in the specific case under Section 13.3 of
this Article  XIII nor the absence of any  determination  thereunder  shall be a
defense to such application or create a presumption that the director,  officer,
employee or agent seeking indemnification has not met any applicable standard of
conduct. Notice of any application for indemnification  pursuant to this Section
13.5  shall  be given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director, officer, employee
or agent seeking  indemnification shall also be entitled to be paid the expenses
of prosecuting such application.

                  SECTION 13.6.  Expenses Payable in Advance.  Expenses incurred
by a director or officer in defending or  investigating  a threatened or pending
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such  director,  officer,  employee  or agent to
repay such amount if it shall  ultimately be determined  that such person is not
entitled to be  indemnified  by the  Corporation  as  authorized in this Article
XIII.

                  SECTION   13.7.    Nonexclusivity   of   Indemnification   and
Advancement  of  Expenses.  The  indemnification  and  advancement  of  expenses
provided  by or  granted  pursuant  to this  Article  XIII  shall  not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement of expenses may be entitled under any By-Law,  agreement,  contract,
vote of  stockholders  or  disinterested  directors or pursuant to the direction
(howsoever embodied) of any court of competent  jurisdiction or otherwise,  both
as to action in their  official  capacity  and as to action in another  capacity
while  holding  such  office,  it  being  the  policy  of the  Corporation  that
indemnification  of the  persons  specified  in  Sections  13.1 and 13.2 of this
Article  XIII  shall  be made  to the  fullest  extent  permitted  by  law.  The
provisions   of  this   Article  XIII  shall  not  be  deemed  to  preclude  the
indemnification  of any person who is not  specified  in Section 13.1 or 13.2 of
this  Article  XIII but whom the  Corporation  has the  power or  obligation  to
indemnify  under the  provisions  of the Delaware  General  Corporation  Law, or
otherwise.

                  SECTION  13.8.  Insurance.  The  Corporation  may purchase and
maintain  insurance  on behalf of any person who 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,  employee  benefit plan or other enterprise
against any liability  asserted  against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the  Corporation  would have the power or the  obligation to indemnify  such
person against such liability under the Delaware General  Corporation Law or the
provisions of this Article XIII.

                  SECTION  13.9.  Certain  Definitions.  For  purposes  of  this
Article XIII references to "the Corporation"  shall include,  in addition to the
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  employee  benefit  plan or  other  enterprise,  shall  stand in the same
position under the provisions of this Article XIII with respect to the resulting
or  surviving  corporation  as such  person  would  have  with  respect  to such
constituent corporation if its separate existence had continued. For purposes of
this Article XIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the  request of the  Corporation"  shall  include  any service as a director,
officer,  employee  or agent of the  Corporation  which  imposes  duties  on, or
involved services by, such director,  officer, employee or agent with respect to
an employee  benefit plan, its participants or  beneficiaries;  and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not  opposed to the best  interests  of the
Corporation" as referred to in this Article XIII.
<PAGE>

                  SECTION 13.10.  Survival of Indemnification and Advancement of
Expenses.  The  indemnification  and  advancement  of expenses  provided  by, or
granted  pursuant to, this Article XIII shall,  unless  otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

                  SECTION 13.11. Limitation on Indemnification.  Notwithstanding
anything contained in this Article XIII to the contrary,  except for proceedings
to enforce  rights to  indemnification  (which shall be governed by Section 13.5
hereof),  the  Corporation  shall not be obligated to  indemnify  any  director,
officer,  employee or agent in  connection  with a proceeding  (or part thereof)
initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board.


                                   ARTICLE XIV

                              Interested Directors

                  SECTION 14.1.  Interested  Directors;  Quorum.  No contract or
transaction  between  the  Corporation  and  one or  more  of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or  participates  in the  meeting of the Board or  committee  thereof
which  authorizes  the contract or  transaction,  or solely because his or their
votes are  counted  for such  purpose,  if:  (1) the  material  facts as to such
person's  relationship  or interest  and as to the contract or  transaction  are
disclosed or are known to the Board or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a  majority  of the  disinterested  directors,  even  though  the  disinterested
directors be less than a quorum;  or (2) the material  facts as to such person's
relationship  or interest and as to the contract or transaction are disclosed or
are known to the  stockholders  entitled to vote  thereon,  and the  contract or
transaction is specifically  approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to the  Corporation as of the time
it is authorized,  approved or ratified,  by the Board, a committee thereof,  or
the stockholders.  Common or interested  directors may be counted in determining
the  presence  of a quorum at a meeting  of the  Board or of a  committee  which
authorizes the contract or transaction.