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                                                                     Exhibit 3.1

                          TEXTRON FINANCIAL CORPORATION

                            (a Delaware corporation)


                                     BY-LAWS


                                AS OF MAY 2, 2000


                                    ARTICLE I

                                     OFFICES

     SECTION 1.01. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be at 1013 Centre Road, City of Wilmington,
County of New Castle. The name of the resident agent in charge thereof shall be
Corporation Service Company.

     SECTION 1.02. OTHER OFFICES. The Corporation may also have an office or
offices in the City of Providence, State of Rhode Island, and 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 the business of the Corporation
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. PLACE OF MEETINGS. All meetings of the stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. ANNUAL MEETINGS. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
properly may come before the meeting shall be held at the principal office of
the Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at three o'clock in the afternoon, local time, on the first
Tuesday in May in each year, if not a legal holiday at the place where such
meeting is to be held, and, if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year, the Board of Directors may, by resolution, fix
a different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as may conveniently be scheduled. At such special meeting the
stockholders may elect the directors and transact other business with the same
force and effect as at an annual meeting duly called and held.

     SECTION 2.03. SPECIAL MEETINGS. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the Chairman of the Board
or the President or by order of the Board of Directors and must be called by the
Secretary upon the request in writing of a


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stockholder or stockholders holding of record at least thirty-five percent (35%)
of the outstanding shares of stock of the Corporation entitled to vote at such
meeting.

     SECTION 2.04. NOTICE OF MEETINGS. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten (10) days nor more than sixty (60) days before the day on which the
meeting is to be held by delivering written notice thereof to its offices
personally or by mailing such notice, postage prepaid, addressed to him or her
at his or her post office address last shown in the records of the Corporation
or by transmitting notice thereof to him or her at such address by telephone,
facsimile, electronic mail or any other available method, PROVIDED that notice
of a meeting called at the request of a shareholder pursuant to Section 2.03
shall be given not less than twenty (20) days before the day on which the
meeting is to be held. Every such notice shall state the time and place of the
meeting and, in case of a special meeting, shall state briefly the purposes
thereof. (b) Except as otherwise required by statute, notice of any meeting of
stockholders shall not be required to be given to any stockholders who shall
attend such meeting in person or by proxy or who shall, in person or by attorney
thereunto authorized, waive such notice in writing or by telephone, facsimile,
electronic mail or any other available method either before or after such
meeting. Notice of any adjourned meeting of the stockholders shall not be
required to be given except when expressly required by law.

     SECTION 2.05. QUORUM. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum, a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, 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 stockholders holding the
requisite amount of stock shall be present or represented. 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.

     SECTION 2.06. ORGANIZATION. At each meeting of the stockholders the
Chairman of the Board or, in his or her absence, the President, any Executive,
Senior or Vice President or, in the absence of each of them, a chairman chosen
by a majority vote of the stockholders entitled to vote thereat, present in
person or by proxy, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation or, in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. VOTING. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one (1) vote, in person or by
proxy, for each share of capital stock of the Corporation registered in its name
on the books of the Corporation:

     (i) on the date fixed pursuant to Section 8.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

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


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     (b) Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held. In the case of stock held jointly by two (2) or more
executors, administrators, guardians, conservators, trustees or other
fiduciaries, such fiduciaries may designate in writing one (1) or more of their
number to represent such stock and vote the shares. No proxy shall be voted
after three (3) years from its date, unless said proxy provides for a longer
period. (c) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy at such
meeting, a quorum being present.

     SECTION 2.08. INSPECTORS. The chairman of the meeting may at any time
appoint two (2) or more inspectors to serve at any meeting of the stockholders.
Such inspectors shall decide upon the qualifications of voters, accept and count
the votes for and against the questions presented, report the results of such
votes, and subscribe and deliver to the secretary of the meeting a certificate
stating the number of shares of stock issued and outstanding and entitled to
vote thereon and the number of shares voted for and against the questions
presented. The inspectors need not be stockholders of the Corporation, and any
director or officer of the Corporation may be an inspector on any question other
than a vote for or against his or her election to any position with the
Corporation or on any other question in which he or she may be directly
interested. Before acting as herein provided, each inspector shall subscribe an
oath faithfully to execute the duties of an inspector with strict impartiality
and according to the best of his or her ability.

     SECTION 2.09. LIST OF STOCKHOLDERS. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten (10)
days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of the stockholder. Such list shall be open during ordinary business
hours to the examination of any stockholder for any purpose germane to the
meeting for a period of at least ten (10) days prior to the election, either at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting or, if not so specified, at a place where
the meeting is to be held. (b) Such list shall 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. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting. (d) The
stock ledger shall be conclusive evidence as to who are the stockholders
entitled to examine the stock ledger and the list of stockholders required by
this Section 2.09 on the books of the Corporation or to vote in person or by
proxy at any meeting of stockholders.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.01. GENERAL POWERS. The business, property and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

     SECTION 3.02. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than three (3), as from time to time shall be
fixed by the stockholders at any annual meeting or at any special meeting called
for the purpose; provided, however, that between such meetings of stockholders
the number so fixed may at any time be increased by the affirmative vote of a
majority of the Board of Directors. (b) Each director shall hold office until
the annual meeting of


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the stockholders next following his or her election and until his or her
successor shall have been elected and shall qualify, or until his or her death,
or until he or she shall resign, or until he or she shall have been removed in
the manner hereinafter provided.

     SECTION 3.03. ELECTION OF DIRECTORS. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which each increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.

     SECTION 3.04. QUORUM AND MANNER OF ACTING. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event the Secretary is informed
that one (1) or more directors will be out of the continental limits of the
United States at the date of any regular or special meeting of the Board, or if
one (1) or more of the directors shall be disqualified to vote at such meeting,
then the required quorum shall be reduced by one (1) for each such director so
absent or disqualified; provided, however, that in no event shall the quorum as
adjusted be less than one third of the total number of directors. (c) In the
absence of a quorum at any meeting of the Board such meeting need not be held,
or a majority of the directors present thereat or, if no director be present,
the Secretary may adjourn such meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting need not be given.

     SECTION 3.05. OFFICES, PLACE OF MEETING AND RECORDS. The Board of Directors
may hold meetings, have an office or offices 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. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

     SECTION 3.07. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution 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 said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or the
President or by any two of the directors. Notice of each such meeting shall be
mailed to each director, addressed to him or her at his or her residence or
usual place of business, at least three (3) days before the day on which the
meeting is to be held, or shall be sent to him or her at his or her residence or
at such place of business by facsimile, electronic mail or other available
means, or shall be delivered personally


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or by telephone, not later than two days before the day on which the meeting is
to be held. Each such notice shall state the time and place of the meeting but
need not state the purposes thereof except as otherwise herein expressly
provided. Notice of any such meeting need not be given to any director, however,
if waived by him or her in writing or by telephone, facsimile, electronic mail
or otherwise, whether before or after such meeting shall be held, or if he or
she shall be present at such meeting.

     SECTION 3.09. ORGANIZATION. At each meeting of the Board of Directors, the
Chairman of the Board or, in his or her absence, the President or, in the
absence of each of them, a director chosen by a majority of the directors
present shall act as chairman. The Secretary or, in his or her absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.

     SECTION 3.10. ORDER OF BUSINESS. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. REMOVAL OF DIRECTORS. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, 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 issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. RESIGNATION. Any director of the Corporation may resign at
any time by giving written notice of his or her resignation to the Board of
Directors, to the President, any Vice President or the Secretary of the
Corporation. Such resignation shall take effect at the date of 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 3.13. VACANCIES. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause, may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his or her successor shall be duly elected and
qualified, or until his or her death or until he or she shall resign or shall
have been removed in the manner herein provided.

     SECTION 3.14. COMPENSATION. Each director, in consideration of his or her
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at directors' meetings, or both, as the
Board of Directors shall from time to time determine, together with
reimbursement for the reasonable expenses incurred by him or her in connection
with the performance of his or her duties; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation or its subsidiaries in any other capacity and receiving proper
compensation therefor.



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                                   ARTICLE IV

                                   COMMITTEES

     SECTION 4.01. STANDING COMMITTEES. The Board of Directors may from time to
time, by resolution passed by a majority of the whole Board, designate one (1)
or more committees which shall be standing in nature, each Standing Committee to
consist of one (1) or more directors and any number of officers of the
Corporation. Any such Standing Committee shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
corporation for whatever purpose they see fit.

     A majority of all of the members of any such Standing Committee may
determine its action and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
the power to change the members of any Standing Committee at any time, to fill
vacancies and to discharge any such Standing Committee, either with or without
cause, at any time. The Board of Directors may delegate such power to the
members of any Standing Committee or one (1) or more principal officers.

     SECTION 4.02. ALTERNATES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one (1) or more directors as
alternate members of any committee who may replace any absent or disqualified
member at any meeting of the committee; provided, however, that in the absence
of any such designation of alternates the member or members of any committee
present at any meeting and not disqualified from acting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
to act at the meeting in the place of any absent or disqualified member.

     SECTION 4.03. ADDITIONAL COMMITTEES. The Board of Directors, any Standing
Committee, or any principal officer or director may from time to time create
such additional committees of directors, officers, employees or other persons
designated by it (or any combination of such persons) for such business purposes
as they deem necessary and for advising with the Board and the principal
officers of the Corporation in all such matters as the Board and the principal
officers shall deem advisable.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
or any Standing Committee shall otherwise provide. The Board of Directors, any
Standing Committee, or any principal officer or director shall have power to
change the members of any additional committee at any time, to fill vacancies
and to discharge any such committee, with or without cause, at any time.

                                    ARTICLE V

                         ACTION BY CONSENT OR TELEPHONE

     SECTION 5.01. CONSENT BY DIRECTORS. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
prior to such action a written consent thereto is signed by all members of the
Board and such written consent is filed with the minutes of the proceedings of
the Board.

     SECTION 5.02. CONSENT BY STOCKHOLDERS. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate


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are at least equal to the percentage of the total vote required by statute or
the Certificate of Incorporation or these By-Laws for the proposed corporate
action.

     SECTION 5.03. TELEPHONE MEETINGS. Members of the Board of Directors may
participate in a meeting of such Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 6.01. NUMBER. The principal officers of the Corporation shall be a
President and one (1) or more Executive or Senior Vice Presidents (the number
thereof and variations in title to be determined by the Board of Directors), a
Chief Financial Officer and a Secretary. In addition, there may be such other or
subordinate officers, agents and employees as may be appointed in accordance
with the provisions of Section 6.03. Any two (2) or more offices, except those
of President and Secretary, may be held by the same person.

     SECTION 6.02. ELECTION, QUALIFICATIONS AND TERM OF OFFICE. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his or her successor shall have been duly elected
and qualified, or until his or her death, or until he or she shall have resigned
or shall have been removed in the manner herein provided. The Chairman of the
Board and the President may serve and remain as directors.

     SECTION 6.03. OTHER OFFICERS. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Treasurer, Controller, one (1) or more Vice Presidents, Assistant Vice
Presidents, Assistant Controllers, Assistant Treasurers and Assistant
Secretaries, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board of Directors, the Chairman of
the Board or the President may from time to time determine. The Board of
Directors may delegate to any principal officer the power to appoint or remove
any subordinate officers, agents or employees.

     SECTION 6.04. REMOVAL. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors, the Chairman
of the Board or, except in case of any officer elected by the Board of
Directors, by any committee or officer upon whom the power of removal may be
conferred by the Board of Directors.

     SECTION 6.05. RESIGNATION. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board or the
President. Any such resignation shall take effect at the date of 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 6.06. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there be
one, shall be the chief executive officer of the Corporation (unless the Board
of Directors shall designate the President as chief executive officer) and shall
have direct charge of the business and affairs of the Corporation, subject to
the control of the Board of Directors. He or she shall,


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when present, preside at all meetings of the Board of Directors and at all
meetings of the stockholders and shall have such additional powers and shall
perform such further duties as may, from time to time, be assigned to him or her
by the Board of Directors.

     SECTION 6.08. PRESIDENT. The President shall be the chief operating officer
of the Corporation and shall have general direction of the operations of the
Corporation, subject to the control of the Chairman of the Board (unless the
Board of Directors has designated the President as chief executive officer of
the Corporation) and the Board of Directors. The President shall be the chief
executive officer of the Corporation if there be no Chairman of the Board or if
the Board of Directors shall designate the President as such chief executive
officer. If there be no Chairman of the Board or, in the absence of the Chairman
of the Board, the President shall preside at all meetings of the Board of
Directors and at all meetings of the stockholders and shall have such additional
powers and shall perform such further duties as may from time to time be
assigned to him or her by the Board of Directors.

     SECTION 6.09. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE
PRESIDENTS. Each Executive Vice President, Senior Vice President and Vice
President shall have such powers and perform such duties as the Board of
Directors or President may from time to time prescribe or as shall be assigned
to him or her by the President or Chairman of the Board.

     SECTION 6.10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
have charge and custody of, and be responsible for, all funds and securities of
the Corporation, and shall deposit all such funds to the credit of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these By-Laws; he or she shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, making proper vouchers for such disbursements, and shall render to
the Board of Directors or the stockholders, whenever the Board may require him
or her so to do, a statement of all his or her transactions as Chief Financial
Officer or the financial condition of the Corporation. The Chief Financial
Officer shall also be in charge of the books and records of account of the
Corporation and of its statistical records. He or she shall keep or cause to be
kept at such office or offices as the Board of Directors may from time to time
designate complete and accurate accounts of all assets, liabilities, receipts,
disbursements and other transactions of the Corporation; shall cause regular
audits of such books and records to be made; shall be responsible for the
preparation and filing of all reports and actions related to or based upon the
books and records of the Corporation; shall render financial statements at the
annual meeting of stockholders, if called upon so to do, or at the request of
any director or the Board of Directors; shall render to the Board of Directors
such statistical reports and analyses as the Board from time to time may
require; and, in general, shall perform all the duties incident to the office of
Controller and such other duties as from time to time may be assigned to him or
her by the Board of Directors.

     Vice Presidents reporting to the Chief Financial Officer, if any, in order
of their seniority shall, in the absence or disability of the Chief Financial
Officer, perform the duties and exercise the powers of the Chief Financial
Officer and shall perform such other duties as the Chief Financial Officer,
President or Chairman shall prescribe.

     SECTION 6.11. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
record or cause to be recorded in books provided for the purpose the minutes of
the meetings of the stockholders, the Board of Directors, and all committees of
which a secretary shall not have been appointed; shall see that all notices are
duly given in accordance with the provisions of these By-Laws and as required by
law; shall be custodian of all corporate records (other than financial) and of
the seal of the Corporation and see that the seal is affixed to all documents
the execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these By-Laws; shall keep, or
cause to be kept, the list of stockholders as required by Section


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2.09, which shall include the post office addresses of the stockholders and the
number of shares held by them, respectively, and shall make or cause to be made,
all proper changes therein; shall see that the books, reports, statements,
certificates and all other documents and records required by law are properly
kept and filed; and, in general, shall perform all duties incident to the office
of Secretary and such other duties as may from time to time be assigned to him
or her by the Board of Directors.

     Assistant Secretaries, if any,in order of their seniority shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of
Directors, President or Chairman shall prescribe.

     SECTION 6.12. [Intentionally left blank].

                                   ARTICLE VII

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 7.01. EXECUTION OF CONTRACTS. Unless the Board of Directors shall
otherwise determine, the Chairman of the Board, the President, any Executive
Vice President, Senior Vice President, Vice President or the Chief Financial
Officer and the Secretary or any Assistant Secretary, if any, may enter into any
contract or execute any contract or other instrument, the execution of which is
not otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers, employees or agent or agents of the
Corporation to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances. Unless authorized so to do by these By-Laws or
by the Board of Directors or by any such committee, no officer, 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 liable
pecuniarily for any purpose or to any amount.

     SECTION 7.02. LOANS. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee designated by the Board so to act. Such authority may be general or
confined to specific instances. When so authorized, the officer or officers
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 certify or
execute, in the name of the Board of Directors and pursuant to its prior
authorizing resolution, such other resolutions as may be required by any lender,
may make, execute and deliver promissory notes or other evidences of
indebtedness of the Corporation, and, when authorized as aforesaid, as security
for the payment of any and all loans, advances, indebtedness and liabilities of
the Corporation, may mortgage, pledge, hypothecate or transfer any real or
personal property at any time owned or held by the Corporation, and to that end
execute instruments of mortgage or pledge or otherwise transfer such property.

     SECTION 7.03. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes, or other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee designated by the Board so to act.



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<PAGE>   10


     SECTION 7.04. 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 of Directors or any
committee designated by the Board so to act may from time to time designate, or
as may be designated by any officer or officers or agent or agents of the
Corporation to whom such power may be delegated by the Board of Directors or any
committee designated by the Board so to act and for the purpose of such deposit
and for the purposes of collection for the account of the Corporation, all
checks, drafts, and other orders for the payment of money which are payable to
the order of the Corporation may be endorsed, assigned and delivered by any
officer, agent or employee of the Corporation or in such other manner as may
from time to time be designated or determined by resolution of the Board of
Directors or any committee designated by the Board so to act.

     SECTION 7.05. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee so designated to act by the Board, the Chairman of the Board or the
President or any Executive, Senior or Vice President, if any, 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, association or trust any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, association or trust, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation, association or trust, 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 or she may deem necessary or proper in the
premises.

                                  ARTICLE VIII

                                BOOKS AND RECORDS

     SECTION 8.01. PLACE. The books and records of the Corporation may be kept
at such places within or without the State of Delaware, as the Board of
Directors may from time to time determine. The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any other officer
or agent designated by the Board of Directors.

     SECTION 8.02. ADDRESSES OF STOCKHOLDERS. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him or her, and if any stockholder shall fail to
designate such address, corporate notices may be served upon him or her by mail,
postage prepaid, to him or her at his or her post office address last known to
the Secretary of the Corporation or to the transfer agent of the Corporation or
by transmitting a notice thereof to him or her at such address by telephone,
facsimile, electronic mail or other available method.

     SECTION 8.03. RECORD DATES. The Board of Directors may fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to


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<PAGE>   11


exercise the rights in respect of any change, conversion or exchange of capital
stock of the Corporation, or to give such consent, and in each such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to notice of, or to vote at, such meeting
and any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

     SECTION 8.04. AUDIT OF BOOKS AND ACCOUNTS. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing, elected by the Board of Directors.

                                   ARTICLE IX

                            SHARES AND THEIR TRANSFER

     SECTION 9.01. CERTIFICATES OF STOCK. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him or her in the Corporation and designating the class of stock
to which such shares belong, which shall otherwise be in such form as the Board
of Directors shall prescribe. Each such certificate shall be signed by the
Chairman of the Board or the President or a Vice President and the Chief
Financial Officer or the Secretary or any Assistant Secretary, if any, of the
Corporation; provided, however, that where such certificate is signed or
countersigned by a transfer agent or registrar the signatures of such officers
of the Corporation and the seal of the Corporation may be in facsimile form. In
case any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be issued and delivered by the Corporation as though the person
or persons who signed such certificate or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such officer or
officers of the Corporation.

     SECTION 9.02. RECORD. A record 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, and the date thereof, and, in the case of cancellation, the date of
cancellation. The person or entity 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.

     SECTION 9.03. TRANSFER OF STOCK. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his or her attorney thereunto authorized, and on the
surrender of the certificate or certificates for such shares properly endorsed.

     SECTION 9.04. TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
(1) or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one (1) or more registry
offices, each in charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered. The Board of Directors may make
such rules and regulations as it may deem


                                       11

<PAGE>   12


expedient, not inconsistent with these By-Laws, concerning the issue, transfer
and registration of certificates for shares of the capital stock of the
Corporation.

     SECTION 9.05. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                    ARTICLE X

                                 CORPORATE SEAL

     The Board of Directors may provide a corporate seal in such form as the
Board of Directors shall determine.

                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall begin at the opening of business
on the Sunday nearest to the first day of January and end at the close of
business on the Saturday nearest to the thirty-first day of December in each
year, whether such Sunday or Saturday, as the case may be, falls in December or
in January.

                                   ARTICLE XII

                                 INDEMNIFICATION

     (a) The Corporation shall indemnify, to the full extent permitted by law,
any person who was 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 he or she is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (each such
person being referred to hereafter as an "Agent"), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she 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 his or her 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 he or she 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 reasonable cause to
believe that his or her conduct was unlawful.

     (b) The Corporation shall indemnify, to the full extent permitted by law,
any person who was or is 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 procure a judgment in its favor by reason of the fact that he or
she is or was an Agent against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not


                                       12

<PAGE>   13

opposed to the best interests of the Corporation and except that no such
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 of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such Court of Chancery or such other court shall deem proper.

     (c) To the extent that an Agent shall be successful on the merits or
otherwise (including dismissal of an action without prejudice or the settlement
of an action without admission of liability) in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b), or in defense of any claim,
issue or matter therein, he or she shall be indemnified, to the full extent
permitted by law, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

     (d) Any indemnification under paragraphs (a) and (b) (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 Agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in paragraphs (a) and (b). Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     (e) Expenses incurred by an Agent in defending a civil or criminal action,
suit or proceeding referred to in paragraphs (a) and (b) shall 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 Agent to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this Article XII.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum of disinterested directors, or (if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel in a written opinion, that, based upon the
facts known to the Board of Directors or counsel at the time such determination
is made, such Agent acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interest of the Corporation, or,
with respect to any criminal proceeding, that such Agent believed or had
reasonable cause to believe his or her conduct was unlawful. In no event shall
any advance be made in instances where the Board of Directors or independent
legal counsel reasonably determines that such person deliberately breached his
or her duty to the Corporation or its shareholders.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Article XII shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office. All rights to indemnification under this Article XII shall be deemed to
be provided by a contract between the Corporation and each Agent who serves in
such capacity at any time while this Article XII is in effect. Any repeal or
modification of this Article XII shall not affect any rights or obligations then
existing.


                                       13
<PAGE>   14


     (g) The Corporation may purchase and maintain insurance on behalf of any
person who is or was an Agent against any liability asserted against him or her
and incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of this Article XII.

     (h) For purposes of this Article XII, references to "the Corporation" shall
include, in addition to the resulting or surviving corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, officer or
employee 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 or other enterprise,
shall stand in the same position under the provisions of this Article XII with
respect to the resulting or surviving corporation as he or she would have with
respect to such constituent corporation if its separate existence had continued.

     (i) For purposes of this Article XII, references to "other enterprises"
shall include employee benefit plans; 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 or employee of the Corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interests 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 XII.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article XII shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be an Agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

                                  ARTICLE XIII

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE XIV

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of the
holders of record of a majority of the outstanding stock of the Corporation
present in person or represented by proxy and entitled to vote in respect
thereof, given at an annual meeting or at any special meeting at which a quorum
shall be present, or by the affirmative vote of a majority of the whole Board of
Directors given at any meeting. Any By-Law made, altered, amended or repealed by
the Board of Directors shall be subject to alteration, amendment or repeal by
vote of stockholders as provided above.

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<PAGE>   15


                       ASSISTANT SECRETARY'S CERTIFICATE


     I, _________________________________, a duly elected Assistant Secretary of
_________________________________________, a Delaware corporation, DO HEREBY
CERTIFY that the foregoing is a true and correct copy of the By-Laws of the
Corporation, and that said By-Laws are presently in full force and effect as of
the date hereof.

     IN WITNESS WHEREOF, I have hereunto set my name and affixed the Corporate
seal as of the _____ day of _______________, 20___.


                                    -----------------------------
                                    Assistant Secretary









CORPORATE
SEAL


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