BYLAWS
                                       OF
                       NEW ENGLAND COMMUNITY BANCORP, INC.

                                    ARTICLE I

                                     OFFICES

            Section 1. PRINCIPAL OFFICE IN DELAWARE. The principal office of New
England  Community  Bancorp,  Inc. (the  "Corporation") in the State of Delaware
shall be c/o The Corporation Trust Company, 1209 Orange Street,  Wilmington,  DE
19801.

            Section 2. OTHER OFFICES.  The  Corporation  may have a principal or
other office at such other place or places,  either  within or without the State
of  Delaware,  as the Board of Directors  may from time to time  determine or as
shall be  necessary  or  appropriate  for the  conduct  of the  business  of the
Corporation.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

            Section 1. PLACE OF MEETINGS.  All meetings of the  stockholders for
the election of  directors  shall be held in the County of Hartford and State of
Connecticut.  The Board of Directors  shall fix the place within said county for
the holding of such  meetings,  and at least ten (10) days notice shall be given
to the  stockholders  of the place so fixed in the manner set forth in Section 6
of this Article II. All other meetings of the stockholders shall be held at such
place or places,  within or without the State of  Delaware,  as may from time to
time be  fixed by the  Board of  Directors,  or as  shall  be  specified  in the
respective notices or waivers of notice thereof.

            Section 2. ANNUAL  MEETINGS.  The annual meeting of the stockholders
for the election of directors and the  transaction  of other  business  shall be
held on a date  fixed by the  Board of  Directors,  but no later  than the third
Tuesday in May. If this date shall fall upon a legal holiday,  the meeting shall
be held  on the  next  succeeding  business  day.  At each  annual  meeting  the
stockholders  entitled to vote shall elect a Board of Directors and may transact
such other corporate business as may be brought before the meeting.

            Section 3. NOTICE OF STOCKHOLDER  BUSINESS.  At an annual meeting of
the  stockholders,  only such  business  shall be  conducted  as shall have been
properly  brought  before the meeting.  To be properly  brought before an annual
meeting  business  must be:  (a)  specified  in the  notice of  meeting  (or any
supplement thereto) given by or at the direction of the Board of Directors,  (b)
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board of Directors,  or (c) otherwise  properly  brought before the meeting by a
stockholder  of record.  For  business to be properly  brought  before an annual
meeting by a stockholder,  the stockholder must have given timely notice thereof
in writing to the Secretary of the  Corporation.  To be timely,  a stockholder's
notice must be delivered

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to or mailed and received at the principal executive offices of the Corporation,
not less  than  sixty  (60)  days nor more than  ninety  (90) days  prior to the
meeting;  provided,  however, that if both (i) fewer days than seventy (70) days
notice of the meeting is given to  stockholders,  and (ii) such  meeting is held
more than thirty (30) days before or after the corresponding  date of the annual
meeting held in the preceding  year,  then such written notice shall be received
not later than the close of the tenth day  following  the day on which notice of
the  meeting  was  mailed  to  stockholders.  As  used  herein,  notice  to  the
stockholders shall be deemed to have been given on the date of the Corporation's
quarterly report,  letter to stockholders or other communication to stockholders
disclosing  the date of the next  annual  meeting and  provided  that the annual
meeting is in fact held on such date or within thirty (30) days after such date.

            A  stockholder's  notice to the Secretary shall set forth as to each
matter the stockholder  proposes to bring before the annual meeting: (a) 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, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of stock of the Corporation of
which the  stockholder is the  Beneficial  Owner (as that term is defined in the
Restated Certificate of Incorporation of the Corporation),  and (d) any material
interest of the  stockholder in such business.  Notwithstanding  anything in the
Bylaws to the  contrary,  no business  shall be conducted at any annual  meeting
except  in  accordance  with the  procedures  set forth in this  Section  3. The
Chairman  of the annual  meeting  shall,  if the facts  warrant,  determine  and
declare to the meeting that business was not properly brought before the meeting
in accordance  with the  provisions of this Section 3, and any such business not
properly brought before the meeting shall not be transacted.

            Section 4. SPECIAL  MEETINGS.  A special meeting of the stockholders
(or of any class  thereof  entitled to vote) for any purpose or purposes  may be
called at any time by the Chairman of the Board,  the President or by order of a
majority of the Board of  Directors.  Special  meetings may not be called by any
other person or persons.

            Section 5. QUALIFICATIONS OF DIRECTORS.  No person shall be elected,
or hold a position  as a director  of the  Corporation,  if such person has been
convicted of a felony,  been held in an administrative  proceeding or the courts
of the United  States or any state  thereof to have  violated the  securities or
blue sky laws of the United States or any such state,  has not attended at least
75% of the  meetings  of the Board of the  Corporation  or of any  other  public
corporation  while a director,  unless such absences were excused by such board,
or after the close of the  fiscal  year in which  such  person's  68th  birthday
occurs. In addition,  each nominee shall meet any qualifications or requirements
promulgated by any agency regulating the Corporation.

            Section 6. NOMINATION OF DIRECTORS.  In addition to the right of the
Board of Directors of the  Corporation to make  nominations  for the election of
directors,  nominations  for  the  election  of  directors  may be  made  by any
stockholder  entitled to vote for the election of directors if that  stockholder
complies with all of the provisions of this Section 6.

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                        (a) Advance notice of such proposed  nomination shall be
            received by the Chairman of the Governance Committee of the Board of
            Directors of the  Corporation  (which  notice may be sent in care of
            the  Secretary  of the  Corporation)  or, in the  absence  of such a
            Committee, by the Secretary of the Corporation,  not less than sixty
            (60) days nor more than ninety (90) days prior to any meeting of the
            stockholders  called  for  the  election  of  directors;   provided,
            however, that if both (i) fewer than seventy (70) days notice of the
            meeting is given to stockholders, and (ii) such meeting is held more
            than thirty (30) days before or after the corresponding  date of the
            annual meeting held in the preceding  year, then such written notice
            shall be  received  not  later  than  the  close  of the  tenth  day
            following  the day on which  notice  of the  meeting  was  mailed to
            stockholders.  As used herein,  notice to the stockholders  shall be
            deemed to have been given on the date of the Corporation's quarterly
            report,   letter  to   stockholders   or  other   communication   to
            stockholders  disclosing  the  date  of  the  next  annual  meeting,
            provided  that the  annual  meeting  is in fact held on such date or
            within thirty (30) days after such date.

                        (b) Each notice  under  Section 6(a) shall set forth (i)
            the name, age, business address, and, if known, residence address of
            the nominee proposed in such notice,  (ii) the principal  occupation
            or employment of such nominee,  (iii) the class and number of shares
            of stock of the  Corporation  of which the nominee is the Beneficial
            Owner  (as that  term is  defined  in the  Restated  Certificate  of
            Incorporation  of the  Corporation),  (iv) a statement to the effect
            that the nominee meets the  qualifications set forth in Section 5 of
            this  Article  II, and (v) any other  information  relating  to such
            person   which  would  be  required  to  be   disclosed   in  public
            solicitations  of proxies  for  election of  directors,  or would be
            otherwise  required,  in each case pursuant to Regulation  14A under
            the Securities  Exchange Act of 1934. In addition,  the  stockholder
            making such nomination shall promptly provide any other  information
            reasonably requested by the Corporation.

                        (c) The nomination  made by the  stockholder may only be
            made in a meeting of the stockholders of the Corporation  called for
            the election of directors  at which such  stockholder  is present in
            person or by proxy,  and may only be made by a  stockholder  who has
            therefore  complied  with the notice  provisions of Section 6(a) and
            (b) above.

                        (d) 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  foregoing  procedures,  and the
            defective nomination shall be disregarded.

            Section  7.  NOTICE  OF  MEETINGS.  Except  as  otherwise  expressly
required  by law,  notice of each  meeting of  stockholders,  whether  annual or
special,  shall be given at least  ten (10)  days  before  the date on which the
meeting  is to be  held  to  each  stockholder  of  record  entitled  to vote by
delivering a notice  thereof to such  stockholder  personally or by mailing such
notice in a postage prepaid envelope directed to such stockholder at the address
as it appears on the stock  ledger of the  Corporation,  unless  there  shall be
filed

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with the Secretary of the  Corporation a written  request that notices  intended
for such stockholder be directed to another  address,  in which case such notice
shall be directed to the address  designated in such request.  Every notice of a
special meeting of the  stockholders,  besides stating the time and place of the
meeting,  shall state  briefly the objects or purposes  thereof.  Notices of any
meeting of stockholders shall not be required to be given to any stockholder who
shall attend such meeting in person or by proxy; provided,  however, that if any
stockholder shall in person or by attorney thereunto  authorized,  in writing or
by  telegraph,   cable  or  wireless,   waive  notice  of  any  meeting  of  the
stockholders,  whether  prior to or after such  meeting,  no such notice need be
given. Notice of any adjourned meeting of the stockholders shall not be required
to be given, except as expressly required by law.

            Section  8.  LIST  OF  STOCKHOLDERS.  It  shall  be the  duty of the
Secretary or other officer of the Corporation who shall have charge of the stock
ledger to prepare  and make,  at least ten (10) days  before  every  election of
directors,  a complete list of the  stockholders  entitled to vote,  arranged in
alphabetical order, and showing the address, and the number of shares registered
in, the name of each  stockholder.  Such list shall be open for ten (10) days at
the place  where said  election is to be held or at some other  specified  place
within the City of  Windsor,  State of  Connecticut  to the  examination  of any
stockholder during ordinary business hours and shall be produced and kept at the
time and place of the election  during the whole time thereof and subject to the
inspection  of any  stockholder  who may be present.  The  original or duplicate
stock ledger shall be the only evidence as to who are the stockholders  entitled
to examine such list or the books of the  Corporation or to vote in person or by
proxy at such election.

            Section 9. QUORUM. At each meeting of the stockholders,  the holders
of  record  of one  third  (1/3)  of the  issued  and  outstanding  stock of the
Corporation  entitled  to vote at such  meeting,  present in person or by proxy,
shall  constitute  a  quorum  for the  transaction  of  business,  except  where
otherwise  provided by law, the Restated  Certificate of  Incorporation or these
Bylaws.  In the absence of a quorum,  any officer entitled to preside at, or act
as Secretary  of, such meeting  shall have the power to adjourn the meeting from
time to time until a quorum shall be constituted.  At any such adjourned meeting
at which a quorum shall be present any business  may be  transacted  which might
have been  transacted  at the  meeting  as  originally  called,  but only  those
stockholders  entitled to vote at the  meeting as  originally  noticed  shall be
entitled to vote at any adjournment or adjournments thereof.

            Section 10.  VOTING.  Except as  otherwise  provided in the Restated
Certificate of  Incorporation,  at every meeting of the stockholders each holder
of record of the issued and  outstanding  stock of the  Corporation  entitled to
vote at such  meeting  shall be  entitled  to one vote in person or by proxy for
each such share of stock entitled to vote held by such stockholder, but no proxy
shall be voted after three (3) years from its date unless the proxy provides for
a longer period,  and, except where the transfer books of the Corporation  shall
have been  closed for a date  shall  have been fixed as the record  date for the
determination of stockholders entitled to vote, no share of stock shall be voted
at any election for directors which shall have been  transferred on the books of
the  Corporation  within  twenty

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(20) days next preceding  such election of directors.  Shares of its own capital
stock  belonging to the  Corporation  directly or indirectly  shall not be voted
upon directly or indirectly. At all meetings of the stockholders, a quorum being
present,  all matters  shall be decided by majority  vote of the shares of stock
entitled to vote held by stockholders  present in person or by proxy,  except as
otherwise  required  by the laws of the  State  of  Delaware.  Unless  otherwise
provided  in  the  Restated  Certificate  of  Incorporation,  all  elections  of
directors  shall  be  by  ballot.  Unless  demanded  by  a  stockholder  of  the
Corporation present in person or by proxy at any meeting of the stockholders and
entitled to vote  thereat or as so  directed  by the  Chairman of the meeting or
required  by the laws of the State of  Delaware,  the vote  thereat on any other
question need not be by ballot. On a vote by ballot, each ballot shall be signed
by the stockholder  voting, or in his name by his proxy, if there be such proxy,
and shall  state the  number of shares  voted by him and the  number of votes to
which each share is entitled.

                                   ARTICLE III

                               BOARD OF DIRECTORS

            Section 1. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by the Board of Directors.

            Section 2. NUMBER AND TERM OF OFFICE.  The number of directors shall
be fixed from time to time by resolution of the Board of Directors but shall not
be less than three (3).  Directors  shall be  stockholders.  Each director shall
hold office until the annual meeting of the stockholders next following election
and until a successor  shall have been elected and shall qualify,  or until such
director's death, resignation or removal.

            Section 3. QUORUM AND MANNER OF ACTING. Unless otherwise provided by
law, the presence of one third (1/3) of the whole Board of Directors, and in any
case not less than two (2) directors,  shall be necessary to constitute a quorum
for the transaction of business.  In the absence of a quorum,  a majority of the
directors present may adjourn the meeting from time to time until a quorum shall
be present.  Notice of any adjourned  meeting need not be given. At all meetings
of the directors,  a quorum being  present,  all matters shall be decided by the
affirmative  vote of a majority of the  directors  present,  except as otherwise
required by the laws of the State of Delaware.

            Section  4.  PLACE OF  MEETINGS,  BOOKS  AND  RECORDS.  The Board of
Directors  may  hold  its  meetings,  and  keep the  books  and  records  of the
Corporation,  at such place or places within or without the State of Delaware as
the Board may from time to time determine.

            Section 5. ANNUAL  MEETING.  As promptly as  practicable  after each
annual meeting of the stockholders  for the election of directors,  the Board of
Directors shall meet for the purpose of  organization,  the election 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 as shall be  specified in a
notice  given as  hereinafter  provided  for  special  meetings  of

<PAGE>

the  Board of  Directors  or in a waiver  of  notice  thereof  signed by all the
directors.

            Section  6.  REGULAR  MEETINGS.  Regular  meetings  of the  Board of
Directors  may be held at such time and place,  within or  without  the State of
Delaware,  as shall from time to time be  determined  by the Board of Directors.
After there has been such  determination,  and notice  thereof has been given to
each member of the Board of  Directors,  regular  meetings  may be held  without
further notice.

            Section 7. SPECIAL MEETINGS AND NOTICE THEREOF.  Special meetings of
the Board of  Directors  shall be held  whenever  called by the  Chairman of the
Board,  the  President  or by a majority of the  directors.  Notice of each such
meeting shall be mailed to each director, addressed to such director's residence
or usual place of  business,  at least two (2) days before the date on which the
meeting is to be held, or shall be sent to such place by telegraph, cable, radio
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. Each such notice shall state
the time and place of the meeting and the purpose thereof. In lieu of the notice
to be given as set forth  above,  a waiver  thereof  in  writing,  signed by the
director or directors entitled to said notice,  whether before or after the time
stated therein,  shall be deemed equivalent thereto for purposes of this Section
7. No notice to or waiver by any director  with  respect to any special  meeting
shall be required if such director shall be present at said meeting.

            Section 8.  RESIGNATION.  Any director of the Corporation may resign
at any time by giving written  notice thereof to the Chairman of the Board,  the
President or the Secretary of the  Corporation.  The resignation of any director
shall take effect upon receipt of notice  thereof or at such later time as shall
be  specified in such notice;  and,  unless  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective. When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors  then in office  including  those who have so resigned
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective.

            Section 9. REMOVAL.  Any director may be removed if two thirds (2/3)
of the whole Board determines that the director in question is or has engaged in
activities,  the  nature  of  which  have or  would  bring  disrepute  upon  the
Corporation, at a meeting called for that purpose.

            Section 10.  VACANCIES.  Vacancies and newly  created  directorships
resulting from any increase in the authorized  number of directors may be filled
by a majority of the directors then in office,  although less than a quorum,  or
by a  sole  remaining  director,  unless  otherwise  provided  by  the  Restated
Certificate of Incorporation or the laws of the State of Delaware.

            Section 11.  COMPENSATION OF DIRECTORS.  By resolution of the Board,
directors may receive a stated salary for their  services and a specific sum may
be allowed for  attendance at each regular or special  meeting of the Board or a
specific  sum may be  allowed  for  attendance  at a  meeting  of any  committee
thereof;  provided that nothing herein  contained

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shall be construed to preclude any director from serving the  Corporation or any
subsidiary thereof in any other capacity and receiving compensation therefore.

            Section 12.  COMMITTEES.  The Board of Directors  may, by resolution
passed by a majority of the whole Board, designate one or more committees.  Each
committee shall consist of two or more directors of the  Corporation,  which, to
the extent  provided in the  resolution or in these  Bylaws,  shall have and may
exercise such powers of the Board in the  management of the business and affairs
of the Corporation (including the power to authorize the seal of the Corporation
to be  affixed  to all  papers  which  may  require  it),  as the  Board  may by
resolution determine and specify in the respective  resolutions appointing them,
subject to such restrictions as may be contained in the Restated  Certificate of
Incorporation,  but no such committee shall have power or authority in reference
to the  following  matters:  (i)  approving,  adopting  or  recommending  to the
stockholders,  any action or matter  expressly  required  by Section  141 of the
General  Corporation Law of the State of Delaware (the "GCL") to be submitted to
stockholders  for approval or (ii) adopting,  amending or repealing any Bylaw of
the  Corporation.  Such  committee or committees  shall keep regular  minutes of
their proceedings and report them to the Board when required.  A majority of all
the members of any such committee may fix its rules of procedure,  determine its
action  and fix the time and  place,  whether  within  or  without  the State of
Delaware,  of its  meetings and specify what notice  thereof,  if any,  shall be
given, unless the Board of Directors shall otherwise by resolution provide.  The
Board of  Directors  shall  have  power to  change  the  membership  of any such
committee, to fill vacancies thereon and to discharge any such committee, or any
person  thereon,  at any time. The President of the  Corporation  shall be an ex
officio member of each committee of the Board. Each member of any such committee
shall be paid such fee, if any, as shall be fixed by the Board of Directors  for
each meeting of such committee attended.

            The following  shall be the permanent  committees of the Board,  and
the duties and powers of each.

                        (a) EXECUTIVE  COMMITTEE.  The Executive Committee shall
            be  composed  of members of the Board.  It shall take such action as
            may be  necessary  or  required  between  meetings  of the  Board of
            Directors in instances  where it is not  necessary or  convenient to
            hold  meetings  of the full  Board.  Prior to any such  meeting,  an
            attempt  shall be made to contact all of the members of the Board by
            telephone,  facsimile or e-mail. It shall have the full power of the
            Board,  except as set forth in Section 141,  GCL. All of its actions
            shall be reported in written  minutes,  which shall be reviewed  and
            approved or  disapproved  by the Board after each  meeting and filed
            with the Board minutes.  Any action taken by such Committee shall be
            final,  unless  disapproved by the Board,  and in such instance they
            shall be final,  and actions taken pursuant  thereto shall be valid,
            until such disapproval is evidenced by the Board.

                        (b) LOAN COMMITTEE AND SPECIAL ASSET COMMITTEE. The Loan
            Committee  shall  review  all  loans  proposed  to be  made  by  the
            subsidiaries of the Corporation  which are in excess of an amount to
            be  determined  from time to time by the Board,

<PAGE>

            or which have other  characteristics  that the Board determines from
            time to time should be reviewed  on behalf of the  Corporation.  The
            Committee  shall  report to the  Board  when it seeks  direction  or
            believes the Board should know of particular transactions,  but will
            not regularly report. It shall keep its own records of its actions.

                        (c) INVESTMENT COMMITTEE. The Investment Committee shall
            review  the  investment   portfolios  of  the  Corporation  and  its
            subsidiaries.  The Committee shall report to the Board when it seeks
            direction  or  believes   the  Board   should  know  of   particular
            transactions,  but will not regularly  report. It shall keep its own
            records of its actions.

                        (d) COMPENSATION  COMMITTEE.  The Compensation Committee
            shall  review the  compensation  offered by the  Corporation  to its
            senior  executives,   including  stock  option,  bonus,  retirement,
            deferred  compensation,  insurance  and  similar  matters.  It shall
            establish  objectives and evaluate each senior executive in writing,
            and   make   its   objectives,    evaluations    and    compensation
            recommendations  to the  Board  as to such  matters  not  less  than
            annually.  Its proceedings,  and any Board discussion of them, shall
            be kept on a strictly confidential basis.

                        (e) AUDIT  COMMITTEE.  The Audit Committee shall have at
            least two outside  directors  as  members.  It shall  recommend  the
            Auditors  to be hired by the  Corporation  and shall  negotiate  the
            terms of their engagement. It shall, assisted by the Auditors of the
            Corporation,  determine  whether the  Corporation  maintains  proper
            checks and  deterrences  against fraud and  inaccurate  reporting of
            financial results. It shall, at the conclusion of each year's audit,
            review the management  letter  prepared by the Auditors,  discuss it
            with them and, with the  assistance of  management,  prepare a reply
            which shall be circulated to, and discussed with, the Board.

                        (f)  CORPORATE  GOVERNANCE   COMMITTEE.   The  Corporate
            Governance Committee shall:

                                    (i)  Consider  and  recruit  members  of the
                        Board. It shall seek to maintain an active and effective
                        Board. Potential nominees will be interviewed,  screened
                        and  nominated by them.  Each nominee will  normally own
                        Common Stock of the Corporation,  but such ownership may
                        be waived by such  Committee.  The activities of present
                        members of the Board will be reviewed by this  Committee
                        to  determine  if  they  are  actively   assisting   the
                        Corporation in its mission.  Any member of the Board who
                        knows of a person who would be a desirable candidate for
                        election to the Board shall contact this Committee.

                                    (ii)  Together  with the  management  of the
                        Corporation,  it will evaluate  candidates for principal
                        officers of the Corporation.

                                    (iii) On an ongoing  basis,  it will  review
                        the Restated  Certificate of

<PAGE>

                        Incorporation,   Bylaws,  the  internal  procedures  and
                        policies  of  the   Corporation   and  other   governing
                        documents  and recommend  amendments  when it feels they
                        are required to ensure that such procedures and policies
                        do not hinder,  but assist the  Corporation  in carrying
                        out its  mission,  and in  redefining  that mission when
                        necessary.

            The  records of this  Committee  will be  confidential.  It will not
            itself take any independent action, but make  recommendations to the
            Board.

            Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if prior to such action a written consent thereto
is signed by all members of the Board or of such committee,  as the case may be,
and such written  consent is filed with the minutes or  proceedings of the Board
or committee.

                                   ARTICLE IV

                                    OFFICERS

            Section 1. NUMBER.  The principal  officers of the Corporation shall
be a  Chairman  of the  Board,  a  President,  one or more  Vice  Presidents,  a
Treasurer and a Secretary.  The  Corporation may also have, at the discretion of
the Board of  Directors,  such other  officers as may be appointed in accordance
with the provisions of these Bylaws. One person may hold the offices and perform
the duties of any two or more of said offices,  except the offices and duties of
President and Secretary.

            Section 2. ELECTION OR APPOINTMENT AND TERM OF OFFICE. The principal
officers of the  Corporation  shall be chosen annually by the Board of Directors
at the annual  meeting  thereof.  Each such  officer  shall hold office  until a
successor  shall  have  been duly  chosen  and shall  qualify,  or until  death,
resignation or removal.

            Section  3.  SUBORDINATE  OFFICERS.  In  addition  to the  principal
officers  enumerated in Section 1 of this Article IV, the  Corporation  may have
one or more Assistant  Treasurers,  one or more Assistant  Secretaries  and such
other  officers,  agents  and  employees  as the  Board  of  Directors  may deem
necessary,  each of whom shall hold office for such period, have such authority,
and perform such duties as the President or the Board of Directors may from time
to time determine.  The Board of Directors may delegate to any principal officer
the power to appoint  and to remove  any such  subordinate  officers,  agents or
employees.

            Section 4.  REMOVAL.  Any  officer  may be  removed,  either with or
without cause,  at

<PAGE>

any time, by resolution adopted by the Board of Directors at any regular meeting
of the  Board or at any  special  meeting  of the  Board  at  which a quorum  is
present.

            Section  5.  RESIGNATIONS.  Any  officer  may  resign at any time by
giving  written notice to the Chairman of the Board or to the Board of Directors
or to the President or to the Secretary.  Any such resignation shall take effect
upon receipt of such notice or at any later time specified therein;  and, unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

            Section 6. VACANCIES.  A vacancy in any office may be filled for the
unexpired  portion  of the term in the  manner  prescribed  in these  Bylaws for
election or appointment to such office for such term.

            Section 7.  CHAIRMAN OF THE BOARD.  The  Chairman of the Board shall
preside at all  meetings  of  stockholders  and at all  meetings of the Board of
Directors  and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

            Section 8.  PRESIDENT.  The President  shall be the chief  executive
officer of the  Corporation  and as such shall have general  supervision  of the
affairs of the Corporation, subject to the control of the Board of Directors. In
the absence of the Chairman of the Board,  the  President  shall  preside at all
meetings of stockholders and at all meetings of the Board of Directors.  Subject
to the control and discretion of the Board of Directors, the President may enter
into any  contract  or execute and  deliver  any  instrument  in the name and on
behalf of the Corporation,  and in general, shall perform all duties incident to
the office of President,  as herein  defined,  and all such other duties as from
time to time may be assigned by the Board of Directors.

            Section  9. VICE  PRESIDENTS.  The Vice  Presidents  in the order of
their seniority,  unless otherwise determined by the Board of Directors,  shall,
in the absence or disability of the  President,  perform the duties and exercise
the powers of the President.  They shall perform such other duties and have such
other powers as the  President  or the Board of Directors  may from time to time
prescribe.

            Section 10.  TREASURER.  The Treasurer shall have charge and custody
of, and be  responsible  for, all funds and  securities of the  Corporation  and
shall  deposit  all such funds in the name of the  Corporation  in such banks or
other depositories as shall be selected by the Board of Directors. The Treasurer
shall exhibit at all  reasonable  times the books of accounts and records to any
of the directors of the Corporation  upon  application  during business hours at
the office of the  Corporation  where such books and records shall be kept; when
requested by the Board of  Directors,  shall render a statement of the condition
of the finances of the  Corporation at any meeting of the Board or at the annual
meeting of  stockholders;  shall receive,  and give receipt for,  moneys due and
payable to the Corporation  from any source  whatsoever;  and in general,  shall
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned by the President or the Board of Directors.
The  Treasurer  shall  give such bond,

<PAGE>

if any, as the Board of Directors may require.

            Section 11.  SECRETARY.  The  Secretary,  if  present,  shall act as
secretary at all meetings of the Board of Directors and of the  stockholders and
keep the  minutes  thereof in a book or books to be provided  for that  purpose;
shall see that all  notices  required  to be given by the  Corporation  are duly
given and  served;  unless  otherwise  directed  shall have  charge of the stock
records of the  Corporation;  shall see that all reports,  statements  and other
documents  required by law are properly  kept and filed;  and in general,  shall
perform all the duties incident to the office of Secretary and such other duties
as from time to time may be assigned by the President or the Board of Directors.

            Section 12. SALARIES.  The salaries of the principal  officers shall
be fixed from time to time by the Board of  Directors,  and the  salaries of any
other officers may be fixed by the President.

                                    ARTICLE V

                                 INDEMNIFICATION

            The Corporation  shall indemnify any person who has or is 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  or officer  to the  maximum  extent
permitted by Section 145 of the GCL.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

            Section  1.   CERTIFICATE  OF  STOCK.   Every   stockholder  of  the
Corporation  shall be entitled to a certificate or  certificates,  to be in such
form as the Board of Directors shall prescribe,  certifying the number of shares
of the capital stock of the Corporation owned by such stockholder.

            Section 2. STOCK CERTIFICATES. Any stock certificate which certifies
the number of shares  owned by any holder of stock of the  Corporation  shall be
numbered  in the  order in which it shall be  issued  and shall be signed by the
Chairman  of the  Board  or the  President  or any  Vice  President,  and by the
Treasurer or an Assistant  Treasurer or the Secretary or an Assistant  Secretary
of the Corporation and shall have the seal of the Corporation  affixed  thereto;
provided,  however, that, where any such certificate is signed (i) by a transfer
agent or an  assistant  transfer  agent or (ii) by a  transfer  clerk  acting on
behalf of the Corporation  and a registrar,  if the Board shall by resolution so
authorize,  the  signature  of  such  Chairman  of the  Board,  President,  Vice
President,  Treasurer, Secretary, Assistant Treasurer or Assistant Secretary and
the seal of the  Corporation may be facsimiles

<PAGE>

thereof.  In case any  officer or  officers  of the  Corporation  who shall have
signed, or whose facsimile  signature or signatures shall have been used on, any
such certificate  shall cease to be such officer or officers,  whether by reason
of death,  resignation  or otherwise,  before such  certificate  shall have been
delivered by the  Corporation,  such  certificate may nevertheless be adopted by
the  Corporation and be issued and delivered as though the person or persons who
signed such certificate,  or whose facsimile  signature or signatures shall have
been affixed thereto, had not ceased to be such officer or officers.

            Section 3. STOCK  LEDGER.  A record shall be kept by the  Secretary,
transfer  agent or by any other  officer,  employee or agent  designated  by the
Board of Directors of the name of the person,  firm or  corporation  holding the
stock represented by such certificate,  the number of shares represented by such
certificate,  and the date  thereof,  and in case of  cancellation,  the date of
cancellation.

            Section  4.  CANCELLATION.  Every  certificate  surrendered  to  the
Corporation  for exchange or transfer shall be canceled,  and no new certificate
or certificates  shall be issued in exchange for any existing  certificate until
such existing certificate shall have been so canceled,  except in cases provided
for in Section 7 of this Article VI.

            Section 5.  TRANSFER  OF STOCK.  Transfers  of shares of the capital
stock of the  Corporation  shall be made only on the books of the Corporation by
the registered holder thereof,  or by an attorney thereunto  authorized by power
of attorney  duly executed and filed with the  Secretary of the  Corporation  or
with a transfer  clerk or a  transfer  agent  appointed  as in Section 6 of this
Article VI provided,  and on surrender of the  certificate or  certificates  for
such shares properly  endorsed and the payment of all taxes thereon.  The person
in whose name  shares of stock  stand on the books of the  Corporation  shall be
deemed the owner thereof for all purposes as regards the Corporation;  provided,
however  that  whenever  any  transfer  of shares  shall be made for  collateral
security,  and not  absolutely,  such  fact,  if known to the  Secretary  of the
Corporation, shall be so expressed in the entry of transfer.

            Section 6.  REGULATIONS.  The Board of Directors may make such rules
and regulations as it may deem  expedient,  not  inconsistent  with the Restated
Certificate of Incorporation or these Bylaws, concerning the issue, transfer and
registration of certificates for shares of the stock of the Corporation.  It may
appoint, or authorize any principal officer or officers to appoint,  one or more
transfer clerks or one or more transfer agents and one or more  registrars,  and
may require all certificates of stock to bear the signature or signatures of any
of them.

            Section 7. LOST, STOLEN,  MUTILATED OR DESTROYED CERTIFICATES.  As a
condition  to the  issue  of a new  certificate  of  stock  in the  place of any
certificate theretofore issued and alleged to have been lost, stolen,  mutilated
or destroyed,  the Board of Directors, in its discretion,  may require the owner
of any such certificate,  or a legal  representative,  to give the Corporation a
bond in such sum and in such form as it may direct to indemnify the  Corporation
against any claim that may be made  against it on account of the  alleged  loss,
theft, mutilation or destruction of any such certificate or the issuance of such
new

<PAGE>

certificate.  Proper  evidence of such loss,  theft,  mutilation or  destruction
shall be  procured  for the  Board  of  Directors,  if  required.  The  Board of
Directors,   in  its  discretion,   may  authorize  the  issuance  of  such  new
certificates without any bond when in its judgment it is proper to do so.

            Section 8. RECORD  DATE.  The Board may fix a date in advance of not
exceeding fifty (50) days preceding the date of any meeting of stockholders (nor
less than ten (10) days  before the date of such  meeting),  or the date for the
payment of any dividend,  or the date for the  allotment of rights,  or the date
when any change or  conversion or exchange of capital stock shall go into effect
or a date in connection with obtaining any written  consent to corporate  action
without a meeting,  as a record date for the  determination  of the stockholders
entitled  to  notice  of,  and to vote at,  such  meeting,  and any  adjournment
thereof, or to receive payment of any dividend, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change,  conversion,
or exchange of capital  stock or to give such written  consent,  as the case may
be,  notwithstanding  any transfer of any stock on the books of the  Corporation
after any record date so fixed.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

            Section 1. CORPORATE  SEAL.  The Board of Directors  shall provide a
corporate  seal,  which shall be in the form of a circle and shall bear the name
of the Corporation and words and figures showing that it was incorporated in the
State of Delaware in the year 1984. The Secretary  shall be the custodian of the
seal.  The Board of Directors may authorize a duplicate seal to be kept and used
by any other officer.

            Section 2. FISCAL YEAR. The fiscal year of the Corporation  shall be
specified by the Board of Directors.

            Section 3.  VOTING OF STOCK OWNED BY THE  CORPORATION.  The Board of
Directors may authorize any person on behalf of the Corporation to attend,  vote
and grant proxies to be used at any meeting of  stockholders  of any corporation
in which the Corporation may hold stock.

            Section 4.  DIVIDENDS.  Subject to the  provisions  of the  Restated
Certificate of  Incorporation,  the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon the
capital  stock  of the  Corporation  as and when  they  deem  expedient.  Before
declaring  any  dividend  there  may  be set  apart  out  of  any  funds  of the
Corporation  available for dividends such sum or sums as the directors from time
to time in their  discretion may deem proper for working capital or as a reserve
fund to meet  contingencies or for such other purposes as the directors may deem
conducive in the interests of the Corporation.

                                  ARTICLE VIII

<PAGE>


                                   AMENDMENTS

            Except as provided in Section  11.8 of the Restated  Certificate  of
Incorporation, the Bylaws of the Corporation may be altered, amended or repealed
either by the affirmative  vote of the holders of a majority of the stock issued
and  outstanding  and  entitled to vote in respect  thereof and  represented  in
person or by proxy at any annual or special meeting of the  stockholders,  or by
the  Board of  Directors  at any  regular  or  special  meeting  of the Board of
Directors.  Bylaws,  whether made or altered by the stockholders or by the Board
of Directors, shall be subject to alteration or repeal by the stockholders as in
this Article VIII above provided.