BY-LAWS

                                       OF

                         DYNAMICS CORPORATION OF AMERICA


                                    ARTICLE I

                             MEETING OF STOCKHOLDERS

     SECTION 1. Place of Meetings. Every meeting of the stockholders of Dynamics
Corporation of America (hereinafter called the Corporation) shall be held at the
principal office of the Corporation in the State of Connecticut or at such other
place as shall be specified in the notice or waiver of notice thereof.

     SECTION 2. Annual Meetings. Each 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 the first
Friday in May in each year (or, if that day shall be a legal holiday, then on
the next succeeding business day) at such hour as may be specified in the notice
thereof.

     SECTION 3. Special Meetings. Special meetings of the stockholders, unless
otherwise provided by law, may be called by the Chairman of the Board of
Directors, the President or by a majority of the Board of Directors of the
Corporation (hereinafter called the Board) and shall be called by the Chairman
of the Board or the President on the written request of the holders of record of
at least twenty-five percent (25%) of the shares of stock of the Corporation
issued and outstanding and entitled to vote thereat. Such request in writing
shall state the purpose or purposes of such meeting.

     SECTION 4. Notice of Meetings. Notice of every meeting of the stockholders
shall be in writing and signed by the Chairman or Vice Chairman or the President
or a Vice President or the Secretary or an Assistant Secretary of the
Corporation. Such notice shall state the purpose or purposes for which the
meeting is called and the time when and the place where it is to be held, and a
copy thereof shall be served, either personally or by mail, upon each
stockholder of record entitled to vote at such meeting, not less than ten nor
more than fifty days before the meeting. If mailed, such copy shall be directed
to each stockholder at his address as it appears on the stock book unless he
shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address designated in such
request. Such notice shall not be required to be given to any stockholder who
shall attend such meeting in person or by proxy, or who shall waive notice
thereof as hereinafter provided. Notice of any adjourned meeting need not be
given, except when expressly required by law.

     SECTION 5. Quorum. Unless otherwise provided by law or in the Certificate
of Incorporation or other certificate filed pursuant to law, at each meeting of
the stockholders, the holders of a majority of the shares of Common Stock of the
Corporation issued and outstanding and entitled to vote at such meeting, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business; provided, however, that 


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at any meeting of the stockholders at which the holders of shares of Preferred
Stock shall have the right, pursuant to the provisions of the Certificate of
Incorporation of the Corporation, or Board action thereunder, to vote for
Directors, the terms and conditions of the shares of Preferred Stock issued and
outstanding and entitled to vote in such election shall be given effect for the
purpose of constituting a quorum for the conduct of such election. 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 represented
by proxy, 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 until a quorum is present thereat. At any such
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 6. Organization. At each meeting of the stockholders, the Chairman
of the Board or the Vice Chairman or the President, in that order, or, in their
absence, a designee of the Chairman or in the absence of said designee, a
Chairman chosen by a majority vote of the stockholders present in person or
represented by proxy and entitled to vote thereat, shall act as Chairman of the
meeting. The Secretary shall act as Secretary at each meeting of stockholders,
or in his absence the Chairman of the meeting may appoint any person present to
act as Secretary of the meeting.

     SECTION 7. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the Chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum shall be
present may be changed by the holders of a majority in number of the shares of
stock present in person or represented by proxy and entitled to vote thereon.

     SECTION 8. Voting. Unless otherwise provided by law or in the Certificate
of Incorporation, other certificate filed pursuant to law, or the terms and
conditions of any Preferred Stock issued and outstanding, each holder of record
of shares of Common Stock of the Corporation shall be entitled at each meeting
of the stockholders to one vote for every share of said stock of the Corporation
standing in his name on the stock book of the Corporation, and may vote either
in person or by proxy. At all meetings of stockholders, a quorum being present,
all matters, except those the manner of deciding upon which is otherwise
provided by law or in the Certificate of Incorporation or other certificate
filed pursuant to law or these By-laws, shall be decided by the affirmative vote
of the holders of a majority in number of the shares of stock present in person
or represented by proxy and entitled to vote thereon. Unless demanded by a
stockholder present in person or represented by proxy at any meeting of the
stockholders and entitled to vote thereat or so directed by the Chairman of the
meeting, the vote thereat need not be by ballot, except in the case of a vote
for the election of directors. Upon a demand by any such stockholder for a vote
by ballot or any question or at the direction of such Chairman that a vote by
ballot be taken on any question, such vote shall be so taken. On a vote by
ballot each ballot shall be signed by the stockholder voting, or by his proxy as
such if there be such proxy, and it shall show the number and class of shares
voted by such stockholder or proxy. Except as otherwise provided by law or by
these By-laws, all voting may be viva voce. The provisions of this Section 8 are
subject to any superseding provision contained in any duly issued and
outstanding Preferred Stock.

     SECTION 9. Inspectors of Election. At each meeting of the stockholders the
Chairman of the meeting shall appoint two 


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inspectors of election to act thereat. No director or candidate for the office
of director shall be appointed such inspector. Each inspector of election so
appointed, before entering upon the discharge of his duties, shall be sworn
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability, and the oath so taken
shall be subscribed by such inspectors. Such inspectors of election shall take
charge of the polls and after the voting on any question shall make a
certificate of the result of the vote taken. Inspectors need not be
stockholders.

                                   ARTICLE II

                                    DIRECTORS

     SECTION 1. Number, Election, Term. The property, business and affairs of
the Corporation shall be managed by the Board as from time to time constituted.
The Board shall consist of not less than seven (7) nor more than twenty-one (21)
directors. The Board shall by resolution determine the number to be chosen
within said limits. All directors shall be of full age and at least one of them
shall be a citizen of the United States and a resident of the State of New York.
At all meetings of the stockholders for the election of directors, a quorum
being present, the persons receiving a plurality of the votes cast shall be
directors. The term of office of each director shall be as set out in the Proxy
Statement of the year of such director's election and qualification for a term
from the time of his election and qualification and until his successor shall
have been duly elected and shall have qualified, or until his death, or until he
shall resign, or until he shall have been removed in the manner hereinafter
provided. Directors need not be stockholders. The provisions of this Section 1
are subject to any superseding provision contained in any duly issued and
outstanding Preferred Stock.

     SECTION 2. First Meeting. After each annual election of directors, on the
same day and at the conclusion of the meeting of stockholders at which such
election shall be held, and at the place where such election is held, the newly
elected Board may meet for the purpose of organization, the appointment of
officers and the transaction of other business. Notice of such meeting need not
be given. Such meeting may be held at any other time or place which shall be
specified in a notice given as hereinafter provided for special meetings of the
Board, or in a waiver of notice thereof, signed by all the directors.

     SECTION 3. Regular Meetings. Regular meetings of the Board may be held at
such times and places as the Board by resolution may 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
held at the same hour on the next succeeding business day at said place. Except
as provided by law or these By-laws, notice of regular meetings need not be
given.

     SECTION 4. Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board, the President, or by the Secretary
at the request of any two directors. Notice of each such special meeting shall
be mailed to each director, addressed to him at his residence or usual place of
business, at least two days before the day on which such meeting is to be held,
or shall be sent addressed to him at such place by telegraph, cable or wireless,
or be delivered personally or by telephone, not later than the day before the
day on which such meeting is to be held. Such notice need not, however, be given
to any director, if waived by him as hereinafter provided, or if he shall be
present at such meeting. Except as otherwise 


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specifically provided by law or by these By-laws, such notice or waiver of
notice need not contain any statement of the purposes of the meeting or any
specification of the business to be transacted thereat.

     SECTION 5. Quorum. At each meeting of the Board, the presence of a majority
of the whole Board shall be necessary to constitute a quorum for the transaction
of business. In the absence of a quorum at any such meeting, a majority of the
directors present thereat may adjourn such meeting from time to time until a
quorum shall be present. Notice of any adjourned meeting need not be given. 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.

          Participation by Telephone. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or such Committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

     SECTION 6. Voting. At all meetings of the Board, a quorum being present,
all matters, except those the manner of deciding upon which is otherwise
provided by law or in the Certificate of Incorporation or other certificate
filed pursuant to law or in these By-laws, shall be decided by the affirmative
vote of a majority of the directors present. The directors shall act only as a
board and the individual directors shall have no power as such.

     SECTION 7. Organization. At each meeting of the Board, the Chairman, or in
the absence of the Chairman, the Vice Chairman, or in his absence, a director
chosen by a majority of the directors present, shall act as Chairman of the
meeting. The Secretary, or in his absence any person appointed by the Chairman
of the meeting, shall act as Secretary of the meeting. Any meeting of the Board
may be adjourned by the vote of a majority of the directors present at such
meeting.

     SECTION 8. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote of the holders of record
of a majority of the shares of Common Stock of the Corporation then outstanding
and entitled to vote, in person or by proxy, at a special meeting of
stockholders called for the purpose. The provisions of this Section 8 are
subject to any superseding provision contained in any duly issued and
outstanding Preferred Stock.

     SECTION 9. Vacancies. Any vacancy in the Board caused by death,
resignation, an increase in the number of directors or any other cause (except
the removal of a director) may be filled by the Board at any regular or special
meeting thereof or by the stockholders of the Corporation at a special meeting
of stockholders called for the purpose. Any vacancy in the Board caused by the
removal of a director in the manner hereinabove provided shall be filled by the
stockholders at the special meeting of stockholders at which such director shall
have been removed or at any subsequent meeting called for the purpose. The
provisions of this Section 9 are subject to any superseding provision contained
in any duly issued and outstanding Preferred Stock.

     SECTION 10. Place of Meeting. The Board may hold its meetings at such place
or places within or without the State of New York as it may from time to time by
resolution determine or as shall be specified or fixed in the respective notices
or 


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waivers of notice thereof.

     SECTION 11. Compensation. Directors who are also full time employees of the
Corporation and who are compensated as employees, shall receive no additional
compensation for their services. Other directors shall receive a salary of
$10,000 per annum for their services as such directors and, in addition, shall
be paid $800.00 as a fee for attendance at any meeting of the Board; provided,
however, that nothing herein contained shall be construed so as to preclude any
employee of the Corporation and who is compensated as such, from serving the
Corporation, or any subsidiary or affiliated corporation, in any other capacity
and receiving proper compensation therefor.

     In addition to the cash compensation payable to outside directors, the
Corporation shall, in accordance with the Stock Retirement Plan for Outside
Directors effective as of May 2, 1986, credit 100 Common Stock Units per
calendar year to a Deferred Stock Account maintained by the Corporation in the
name of each outside director and be paid to each such director as and when
provided by said Plan.

                                   ARTICLE III

                                    OFFICERS

     SECTION 1. Number. The executive officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman and a President, each of whom shall be a
member of the Board, one or more Vice Presidents, a Secretary and a Treasurer;
and there may be, in addition, such assistants, agents and employees as shall be
appointed in accordance with the provisions of these By-laws. One person may
hold any two or more offices except those of Chairman and Vice Chairman or
President and Vice President.

     SECTION 2. Appointment, Term of Office. The executive officers of the
Corporation shall be chosen by the Board as soon as practicable after each
annual election of directors, each such executive officer to hold office until
his successor shall have been duly chosen and shall have qualified, or until his
death, or until he shall resign, or until he shall have been removed in the
manner hereinafter provided.

     SECTION 3. Subordinate Officers. The Board may appoint such assistants,
agents or employees as the Board may deem necessary or advisable, including one
or more Assistant Treasurers and one or more Assistant Secretaries; and in the
event there shall be established one or more operating divisions of the
Corporation, the Board may appoint a President, Vice President, a Treasurer,
Assistant Treasurer, a Secretary, Assistant Secretary and a Comptroller of each
such division as it deems necessary or convenient. Each of the foregoing
assistants, agents, employees and divisional officers shall hold office for such
period, have such authority and perform such duties as the Board may from time
to time determine. The Board may delegate to any executive officer the power to
appoint and remove any such assistants, agents, employees and divisional
officers.

     SECTION 4. Removal. Any officer of the Corporation may be removed, either
with or without cause, at any time, by resolution adopted by a majority of the
whole Board at a special meeting thereof called for that purpose. The removal of
an officer shall be without prejudice to the contract rights, if any, of the
officer so removed.

     SECTION 5. The Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation and shall have primary
responsibility for the general management, 


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supervision and control of the business of the Corporation, subject to the
direction and control of the Board. He shall, if present, preside at all
meetings of the shareholders and the Board and shall be ex-officio a member of
all committees of the Board. He shall see that all orders and resolutions of the
Board are carried into effect and, in general, shall perform all duties incident
to the office of Chairman of the Board and such other duties as may be assigned
to him by the Board or by these Bylaws. He may, with the Secretary or an
Assistant Secretary sign certificates for shares of stock of the Corporation; he
may execute and deliver in the name of the Corporation all deeds, bonds,
mortgages, contracts or other instruments authorized by the Board, except in
cases where the execution or delivery thereof shall be expressly delegated by
the Board or these Bylaws to some other officer or agent of the Corporation, and
except any instruments required by law otherwise to be executed or delivered; he
may affix the seal of the Corporation to any instrument requiring the same.

     SECTION 6. Vice Chairman of the Board. The Vice Chairman of the Board shall
have such powers and perform such duties as the Board may from time to time
prescribe. He may sign with the Secretary or an Assistant Secretary,
certificates for shares of stock of the Corporation. Except as otherwise
provided by law, he shall possess the same powers as the Chairman to execute and
deliver all deeds, bonds, mortgages, contracts or other instruments authorized
by the Board. At the request of the Chairman, or in case of his absence or
inability to act, the Vice Chairman shall perform duties of Chairman and when so
acting shall have all of the powers and be subject to all of the restrictions
upon the Chairman.

     SECTION 7. President. The President shall be the chief operating officer of
the Corporation and shall have direct responsibility and authority for the day
to day business activities and affairs of the Corporation, subject to the
supervision of the Chairman of the Board and to the control of the Board. In the
absence of the Chairman and Vice Chairman of the Board, he shall preside at all
meetings of the shareholders and the Board and, unless or until the Board shall
otherwise determine, be vested with all of the powers of the Chairman of the
Board. He may sign, with the Secretary or an Assistant Secretary, certificates
for shares of stock of the Corporation; he may execute and deliver in the name
of the Corporation all deeds, bonds, mortgages, contracts, or other instruments
authorized by the Board, except in cases where the execution or delivery thereof
shall be expressly delegated by the Board or these By-laws to some other officer
or agent of the Corporation, and except any instruments required by law
otherwise to be executed or delivered; and he may affix the seal of the
Corporation to any instrument requiring the same. He shall be a member
ex-officio of any committee appointed by the Board. The President shall see that
all orders of the Chairman of the Board are carried into effect, shall perform
such other duties as may be assigned to him by the Board or by these By-laws
and, in general, shall perform all duties incident to the office of President.

     SECTION 8. Vice President. Each Vice President shall have such powers and
perform such duties as the Board may from time to time prescribe. Any Vice
President may sign, with the Secretary or an Assistant Secretary, certificates
for shares of stock of the Corporation. Except as otherwise provided by law,
each of the Vice Presidents shall possess the same power as the President to
execute and deliver all deeds, bonds, mortgages, contracts, or other instruments
authorized by the Board.

     SECTION 9. The Treasurer. The Treasurer shall have the 


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care and custody of, and be responsible for, all of the funds and securities of
the Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name of and to the credit of the Corporation
in such banks or other depositories as may be designated by the Board; he shall
disburse the funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the Chairman of the
Board, the President or to the Board, whenever the Chairman, the President or
the Board may require him so to do, a statement of all his transactions as
Treasurer and an account of the financial condition of the Corporation; and, in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as may from time to time be assigned to him by the President
or the Board.

     SECTION 10. The Secretary. The Secretary shall act as secretary of, and
keep the minutes of, all meetings of the Board and of the stockholders; he shall
cause to be given such notice of all meetings of the stockholders and directors
as may be required; he shall be custodian of the seal of the Corporation and
shall affix the seal or cause it to be affixed to all certificates for shares of
stock of the Corporation and to all documents the execution of which on behalf
of the Corporation under its seal shall have been specifically or generally
authorized by the Board; he shall have charge of the stock book and also of the
other books, records and papers of the Corporation relating to its organization
as a corporation, and shall see that the reports, statements and other documents
required by law are properly kept or filed; and he shall in general perform all
the duties incident to the office of Secretary. He may sign, with any other
authorized officer, certificates for shares of stock of the Corporation. He
shall have such other powers and perform such other duties as the Chairman of
the Board, the President or the Board shall from time to time prescribe.

     SECTION 11. Salaries. The salaries of the officers of the Corporation, if
any, shall be fixed, from time to time by the Board, and none of such officers
shall be prevented from receiving a salary by reasons of the fact that he is
also a member of the Board.

     SECTION 12. Vacancies. Any vacancy in the office of any officer, caused by
death, resignation, removal or any other cause, may be filled by the Board for
the unexpired portion of the term.


                                   ARTICLE IV

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES


     SECTION 1. Executive Committee - Designations, Vacancies. The Board may, by
resolution or resolutions adopted by a majority of the whole Board, designate
two or more of their number to constitute an Executive Committee. The Board
shall designate one of the members of the Executive Committee to act as Chairman
of the Executive Committee. The Chairman of the Executive Committee shall
preside at its meetings and shall perform such other duties as may from time to
time be assigned to him by the Executive Committee. The Secretary of the
Corporation, or such other person as the Executive Committee shall from time to
time determine, shall act as secretary of the Executive Committee. The Board, by
action of a majority of the whole Board, shall have power to remove members of
and to fill vacancies in the Executive Committee.

<PAGE>

     SECTION 2. Executive Committee - Powers. The Executive Committee shall have
and may exercise all the powers of the Board in the management of the property,
business and affairs of the Corporation, during the intervals between meetings
of the Board.

     SECTION 3. Executive Committee - Procedure. The Executive Committee shall
fix its own rules of procedure and may hold its meetings at any place which it
may find convenient. The Executive Committee shall keep a record of its
proceedings and report them to the Board at the next meeting thereof after such
proceedings shall have been taken. All action taken by the Executive Committee
shall be subject to ratification or alteration by the Board. The members of the
Executive Committee shall act only as a committee and the individual members
shall have no power as such.

     SECTION 4. Other Committees. The Board of Directors, by resolution passed
by a majority of the whole Board, may designate members of the Board to
constitute other committees, which shall in each case consist of such number of
directors and shall have and may exercise, except as otherwise prescribed by
statute, such powers as the Board may determine and specify in the respective
resolutions appointing them. A majority of all of the members of such committee
may determine its action and fix the time and place of its meeting, unless the
Board shall otherwise provide. The Board shall have power at any time to change
the members of any such committee to fill vacancies and to discharge any such
committee, either with or without cause.

                                    ARTICLE V

                                  RESIGNATIONS


     SECTION 1. Resignations. Any director or officer may resign his office at
any time by giving written notice of his resignation to the Chairman of the
Board, the President or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein or, if no time be specified therein,
at the time of the receipt thereof, and the acceptance thereof shall not be
necessary to make it effective.

                                   ARTICLE VI

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 1. Execution of Contracts. Except as otherwise provided by law or
in these By-laws, the Board may authorize any officer or officers, agent or
agents, in the name of and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, and such authority may be
general or confined to specific instances. Unless so authorized by the Board or
expressly authorized by these By-laws, no officer or agent or employee shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it pecuniarily liable for any
purpose or to any amount.

     SECTION 2. Indebtedness. No loans shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name unless
authorized by the Board. When authorized by the Board so to do, any officer or
agent of the Corporation thereunto authorized may effect loans and advances at
any time for the Corporation from any bank, trust company or other institution,
or from any firm, corporation or individual, and for such loans and advances may
make, execute and deliver promissory 


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notes, bonds, or other certificates or evidences of indebtedness of the
Corporation and, when authorized so to do, may pledge, hypothecate or transfer
any securities or other property of the Corporation as security for any such
loans or advances. Such authority may be general or confined to specific
instances.

     SECTION 3. Checks, Drafts, etc. All checks, drafts, and other orders for
the payment of moneys 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 the
Board.

     SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select or as may
be selected by any officer or officers, agent or agents of the Corporation to
whom such power may from time to time be delegated.

     SECTION 5. Proxies. Unless otherwise provided by the Board, the Chairman of
the Board, the Vice Chairman, the President or any Vice President may from time
to time appoint an attorney or attorneys or agent or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as the holder of stock or other securities
in any other corporation, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation, and under its corporate seal, or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                   ARTICLE VII

                             SHARES AND CERTIFICATES

     SECTION 1. Certificates. Each holder of record of shares of stock of the
Corporation shall be entitled to a certificate or certificates in such form as
shall be approved by the Board, signed by the Chairman of the Board, the Vice
Chairman, the President or a Vice President and the Secretary or an Assistant
Secretary, and sealed with the seal of the Corporation, which seal may be an
engraved or printed facsimile, certifying the number of shares owned by him in
the Corporation. If any such certificate is signed by a transfer agent or
transfer clerk and by a registrar, the signatures of any of the officers
specified above may be engraved or printed facsimiles. In case any such officer
who shall have signed or whose facsimile signature shall have been placed upon
such certificate shall have ceased to be such before such certificate is issued,
it may be issued by the Corporation with the same effect as if such officer had
not ceased to be such at the date of its issue.

     SECTION 2. Transfers. Shares of stock of the Corporation shall be
transferable on the stock book of the Corporation by the holder thereof in
person or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or the transfer agent. Except as
hereinafter provided in the case of loss, destruction or mutilation of
certificates, no transfer of stock shall be entered until the previous
certificate given for the same shall have been duly endorsed, surrendered and
canceled. The Board may also make such additional rules and regulations as it
may deem expedient concerning the issue and transfer of certificates
representing shares of stock of the Corporation. No transfer of shares shall be
valid as against the 


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Corporation or its shareholders for any purpose until it shall have been entered
in the share records of the Corporation by an entry showing from and to whom
transferred.

     SECTION 3. Closing of Transfer Books, Record Date. The Board may prescribe
a period, not exceeding fifty (50) days prior to any meeting of stockholders or
prior to the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose without a meeting, during which no
transfer of stock on the books of the Corporation may be made; or, in lieu of
prohibiting the transfer of stock, may fix a day and hour not more than fifty
(50) days prior to the day and hour then fixed for the holding of any meeting of
stockholders or prior to the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose without a meeting as
the time as of which stockholders entitled to notice of and to vote at such
meeting or whose consent or dissent is required or may be expressed for any
purpose, as the case may be, shall be determined, and all persons who were
holders of record of voting stock at such time and no others shall be entitled
to notice of and to vote at such meeting or to express their consent or dissent,
as the case may be. The Board may fix a day and hour not exceeding fifty (50)
days preceding the date fixed for the payment of any dividend or the making of
any distribution, or for the delivery of evidences of rights or evidences of
interest arising out of any change, conversion or exchange of capital stock, as
a record time for the determination of the stockholders entitled to receive any
such dividend, distribution, rights or interests, and in such case only
stockholders of record at the time so fixed shall be entitled to receive such
dividend, distribution, rights or interests. The Board at its option, in lieu of
so fixing a record time, may prescribe a period not exceeding fifty (50) days
prior to the date fixed for the payment of such dividend, distribution or
delivery during which no transfer of stock on the books of the Corporation may
be made.

     SECTION 4. Lost, Destroyed or Mutilated Certificates. In case of loss,
destruction or mutilation of any certificate of stock, another may be issued in
its place upon proof of such loss, destruction or mutilation and upon the giving
of a bond of indemnity to the Corporation in such form and in such sum as the
Board may prescribe; provided, however, that a new certificate may be issued
without requiring any bond when, in the judgment of the Board, it is proper to
do so.

                                  ARTICLE VIII

                                OFFICES AND BOOKS

     SECTION 1. Offices. The principal office of the Corporation shall be at 475
Steamboat Road, Greenwich, CT. The Board may from time to time and at any time
establish other offices of the Corporation or branches of its business at
whatever place or places seem to it expedient.

     SECTION 2. Books. There shall be kept at the principal office of the
Corporation correct books of account of all the business and transactions of the
Corporation and, either at said office of the Corporation or at the office of
the transfer agent of the Corporation, the stock book of the Corporation, which
shall contain the names, alphabetically arranged, of all persons who are
stockholders of the Corporation, showing their respective places of residence,
the number of shares of stock held by them respectively, and the time when they
respectively became the owners thereof.


<PAGE>

                                   ARTICLE IX

                                      SEAL

     SECTION 1. The seal of the Corporation shall be circular in form and
contain the name of the Corporation and the words and figures "Corporate Seal
1924 New York".


                                    ARTICLE X

                                WAIVER OF NOTICE

     SECTION 1. Whenever any notice whatever is required by these By-laws or the
Certificate of Incorporation or by law, the person entitled thereto may, in
person, or, in the case of a stockholder, by his duly authorized attorney, waive
such notice in writing (which shall include the use of telegraph, cable, radio
or wireless), whether before or after the meeting or other matter or event in
respect of which such notice is to be given.


                                   ARTICLE XI

                                   FISCAL YEAR

     SECTION 1. The fiscal year of the Corporation shall end on the 31st day of
December in each year.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. Right of Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person for whom he or
she is the legal representative is or was a director or officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director or officer, employee or agent of another corporation including
subsidiaries of the Corporation, or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as so requested as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the New
York Business Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent such amendment
permits the Corporation to provide broader indemnification rights then said law
permitted the Corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgment, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith. Such
right shall be a contract right and shall include the right to be paid by the
Corporation expenses incurred in defending any such proceeding in advance of its
final disposition; provided, however, that the payment of such expenses incurred
by a director or officer of the Corporation in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of such
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it should be determined ultimately that such director or officer
is


<PAGE>

not entitled to be indemnified under this section or otherwise.

     SECTION 2. Right of Claimant to Bring Suit. If a claim under Section 1 is
not paid in full by the Corporation within 90 days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim, and if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking has been tendered to the Corporation) that the claimant has not met
the standards of conduct which make it permissible under the New York Business
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation. The
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the New York Business Corporation Law, shall not be a defense to
the action nor shall an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant had not met such applicable standard of conduct, create a presumption
that claimant had not met the applicable standard of conduct.

     SECTION 3. Non-Exclusivity of Rights. The rights conferred by Sections 1
and 2 shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
By-laws, agreement, vote of stockholders or disinterested directors or
otherwise.

     SECTION 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any such director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the New York Business Corporation Law.


                                  ARTICLE XIII

                                   AMENDMENTS

     SECTION 1. These By-laws or any of them may be altered, amended or
repealed, or new By-laws may be adopted, by the vote of a majority of the whole
Board at any regular or special meeting thereof, or by the vote of the holders
of a majority in number of the issued and outstanding shares of stock of the
Corporation given at any annual or special meeting of stockholders, provided
that notice thereof shall have been given in the notice of such meeting of
stockholders. The power of the Board to make, alter, amend and rescind the
By-laws of the Corporation shall be subject to such restrictions and
regulations, if any, as may be contained in any By-laws made and adopted at any
time by the stockholders. Any By-law adopted, amended and repealed by the Board
which regulates an impending election of directors shall be set forth in the
notice of the next meeting of stockholders for the election of directors,
together with a concise statement of the changes made.