EX 3.2
      AMENDED AND RESTATED BY-LAWS OF JOHN HANCOCK LIFE INSURANCE COMPANY

                                                                     EXHIBIT 3.2

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                          (a Massachusetts corporation)

                      RESTATEMENT AND AMENDMENT OF BY-LAWS

Article 1 Name; Location

      Section 1.01 Name: The name of the Company is

                       John Hancock Life Insurance Company

      Section 1.02 Principal Office: The principal office of the Company shall
be located at John Hancock Place, 200 Clarendon Street, Boston, Massachusetts;
provided, however, that the Board of Directors shall be authorized to change the
location of the principal office of the Company. The Company, in addition to its
principal office, may establish and maintain such other offices and places of
business as the Board of Directors or its designee may, from time to time,
determine.

      Section 1.03 Seal: The corporate seal of the Company shall bear the name
of the Company and the year of its incorporation. The form of the seal shall be
subject to alteration by the Board of Directors and the seal may be used by
causing it or a facsimile to be impressed or affixed or printed or otherwise
reproduced. Any officer or Director of the Company shall have authority to affix
the corporate seal of the Company to any document requiring the same.

Article 2 Stockholder Meetings

      Section 2.01 Annual Meetings: The Annual Meeting of the stockholders of
the Company, for the election of directors and for the transaction of such other
business as properly may come before such meeting, shall be held at the
Company's principal office, immediately following the annual meeting of the
Board of Directors of John Hancock Financial Services, Inc. or at such other
date, time and place within six months after the end of the Company's fiscal
year as shall be fixed from time to time by the Board of Directors and set forth
in a notice of meeting given in accordance with these By-Laws. (c. 156B, sec.
33)

      Section 2.02 Special Meetings: Special meetings of the stockholders may be
called at any time by the Chairman of the Board of Directors, the Vice Chairman,
if any, the President or by the Board of Directors. Notice of a special meeting
shall be given in accordance with these By-Laws. Such special meetings of the
stockholders shall be held at such places, within or without the Commonwealth of
Massachusetts, as shall be specified in the notice of meeting or waivers of
notice thereof. (c. 156B, sec. 34, 35)

      Section 2.03 Notice of Meetings: The Secretary or an Assistant Secretary
shall cause notice of the date, time, place and purpose(s) of each Annual
Meeting or special meeting of

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stockholders to be mailed, delivered, electronically mailed or transmitted by
facsimile at least 48 hours prior to the meeting, to each stockholder of record
entitled to vote at his or her address as the same appears in the Company's
records of stockholders at the time of such mailing. Notice of any meeting of
stockholders need not be given to any stockholder who shall sign a written
waiver thereof, whether before or after the meeting or to any stockholder who
shall attend such meeting in person or by proxy. Notice of any adjourned meeting
of the stockholders of the Company need not be given. (c. 156B, sec. 36)

      Section 2.04 Quorum: Except as at the time otherwise required by statute
or by the Articles of Organization, the presence at any stockholders' meeting,
in person or by proxy, of the holders of record of shares of stock (of any
class) entitled to vote at the meeting, aggregating a majority of the total
number of shares of stock of all classes then issued and outstanding and
entitled to vote at the meeting, shall be necessary and sufficient to constitute
a quorum for the transaction of business. (c. 156B, sec. 39)

      Section 2.05 Consent of Stockholders in Lieu of Meeting: Whenever the vote
of stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, by any statute, by the Articles of
Organization or by these By-Laws, the meeting and vote of stockholders may be
dispensed with if all of the stockholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken. (c. 156B, sec. 43)

Article 3 Board of Directors

      Section 3.01 General Powers: The property, affairs and business of the
Company shall be managed by the Board of Directors. The Board of Directors may
exercise all the powers of the Company, whether derived from law or the Articles
of Organization, except such powers as are, by statute, by the Articles of
Organization or by these By-Laws, vested solely in the stockholders of the
Company. The Directors shall fix the compensation and define the duties of the
Chairman of the Board of Directors and may fix the compensation and may define
the duties of all other officers, and may remove any officer at any time in
accordance with Article 5 hereof.

      Section 3.02 Number and Term of Office: The Board of Directors shall
consist of a number of Directors that shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the entire Board;
provided, however, that the Board shall at no time consist of fewer than three
Directors, divided into classes of not fewer than three members, one class to be
elected at each Annual Meeting of stockholders, for a term of three years; and
provided, further, that at least one Director shall be an individual who is
neither an officer nor a member of the Board of Directors of John Hancock
Financial Services, Inc. or any of its other direct or indirect subsidiaries.
(c. 156B, sec. 47; 50)

      Section 3.03 Election of Directors: Except as otherwise provided herein,
the Directors shall be elected annually at the Annual Meeting of the
stockholders. In the event of the failure to elect Directors at an Annual
Meeting of the stockholders, then Directors may be elected at any regular or
special meeting of stockholders entitled to vote for the election of Directors.
At each meeting of the stockholders for the election of Directors, provided a
quorum is present, the Directors shall be chosen and elected by a majority of
the votes cast at such election. Notwithstanding the foregoing, any vacancies in
the Board of Directors occurring by

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enlargement of the Board or otherwise, may be filled by majority vote of the
remaining Directors or at any Annual or special meeting of stockholders.

      Section 3.04 Annual and Regular Meetings. The annual meeting of the Board
of Directors for the purpose of electing officers and for the transaction of
such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders. Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution provide for the holding of regular meetings and fix the
place (which may be within or without the Commonwealth of Massachusetts) and the
date and hour of such meetings. Notice of regular meetings need not be given,
provided, however, that if the Board of Directors shall fix or change the time
or place of any regular meeting, notice of such action shall be mailed promptly,
or sent by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, telegraph, facsimile,
electronic mail or other electronic means, to each Director who shall not have
been present at the meeting at which such action was taken, addressed to him or
her at his or her usual place of business, or shall be delivered to him or her
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him or her, prior to or at the commencement of such meeting, or to
any Director who submits a signed waiver of notice, whether before or after such
meeting. (c. 156B, sec. 56)

      Section 3.05 Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chief Executive Officer (or, in
the event of his or her absence or disability, by the President or any Vice
President), or by the Chairman of the Board of Directors, at such place (within
or without the Commonwealth of Massachusetts), date and hour as may be specified
in the respective notices or waivers of notice of such meetings. Special
meetings of the Board of Directors may be called on twenty-four (24) hours'
notice, if notice is given to each Director personally or by telephone,
including a voice messaging system, or other system or technology designed to
record and communicate messages, telegraph, facsimile, electronic mail or other
electronic means, or on five (5) days' notice, if notice is mailed to each
Director, addressed to him or her at his or her usual place of business. Notice
of any special meeting need not be given to any Director who attends such
meeting without protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat. (c. 156B, sec. 56; 58)

      Section 3.06 Quorum: A majority of the total authorized number of
Directors, then in office, shall constitute a quorum at any meeting of the Board
of Directors, but a lesser number may adjourn any meeting from time to time.
When a quorum is present at any meeting of Directors, a majority of the
Directors in attendance thereat shall, except where a larger vote is required by
law, the Articles of Organization or these By-Laws, be authorized to decide any
question brought before such meeting. Participation of a Director by telephone
or video conference at any meeting of the Board shall constitute attendance of
such Director at such meeting. (c. 156B, sec. 57; 59)

      Section 3.07 Action Without A Meeting: 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, written resolutions or consents thereto are signed by
all members of the Board, and such written

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resolutions or consents are filed with the minutes of proceedings of the Board.
(c. 156B, sec. 59)

      Section 3.08 Resignations: Any Director may resign at any time by
delivering a written resignation to either the Chairman of the Board, the
President, a Vice President, the Secretary or an Assistant Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

      Section 3.09 Removal of Directors: Any Director may be removed at any
time, either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote for
the election of such Director, given at a special meeting of such stockholders
called for the purpose, consistent with applicable law. Any vacancy in the Board
of Directors caused by any removal may be filled by the stockholders entitled to
vote for the election of the Director so removed. If such stockholders do not
fill such vacancy at such meeting, such vacancy may be filled in the manner
provided in Section 3.10 hereof. (c. 156B, sec. 51; 52)

      Section 3.10 Vacancies and Newly Created Directorships: If any vacancies
shall occur in the Board of Directors, or if the authorized number of Directors
shall be increased, the Directors then in office shall continue to act, and such
vacancies may be filled by a majority of the Directors then in office, though
less than a quorum, and the Directors so chosen shall hold office until the next
annual election and until their successors are duly elected and qualified,
unless sooner displaced. Any such vacancies or newly created Directorships may
also be filled by the stockholders. (c. 156B, sec. 52)

      Section 3.11 Liability of Directors: No Director of the Company shall be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except to the extent that such exculpation from
liability is not permitted by applicable law as the same exists or may hereafter
be amended. A Director or a member of any Committee designated by the Board of
Directors, in the performance of his or her duties, shall be fully protected in
relying in good faith on the books of accounts or reports made to the Company by
any of its officials, or by an independent certified public accountant, or by an
appraiser selected with reasonable care by the Board of Directors, or by any
such Committee, or in relying in good faith upon other records of the Company.
No amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any Director for or with respect to any
acts or omissions of such Director occurring prior to such amendment or repeal.
(c. 156B, sec. 65)

Article 4 Committees

      Section 4.01 How Constituted: The Board of Directors may designate a
Committee of Finance and/or one or more other Committees, each such Committee to
consist of such number of Directors, not less than two, as from time to time
shall be fixed by the Board of Directors. Thereafter, members (and alternate
members, if any) of each such Committee shall be designated at each annual
meeting of the Board of Directors. Any Committee established by the Board of
Directors may be abolished by the Board of Directors and may be re-designated by
the Board of Directors. Each member (and each such alternate member) of any such
Committee shall hold office until his or her successor shall have been
designated or until he or she shall cease to be Director, or until his or her
death, or until he or she shall have resigned in the manner provided in

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Section 4.05 hereof, or shall have been removed in the manner provided in
Section 4.06 hereof. (c. 156B, sec. 55)

      Section 4.02 Powers: During the intervals between the meetings of the
Board of Directors, unless otherwise provided from time to time by the Board of
Directors, the Executive Committee, if any, shall have and may exercise all
powers of the Board of Directors in the management of the business and affairs
of the Company except for those powers which may not be delegated to a Committee
under applicable law. Each other such Committee shall have and may exercise such
powers of the Board as shall be specified by the Board; provided, however, that
no Committee shall have or exercise any powers which may not be delegated to a
Committee under applicable law. The Executive Committee, if any, shall have, and
any such other Committee may be granted, power to authorize the seal of the
Company to be affixed to any or all papers which may require it. (c. 156B, sec.
55)

      Section 4.03 Proceedings: Each such Committee may fix its own rules of
procedure and may meet at such place or places (within or without the
Commonwealth of Massachusetts) at such time or times and upon such notice (or
without notice) as it shall determine from time to time. It shall keep a record
of its proceedings and shall report such proceedings to the Board of Directors
at the meeting of the Board of Directors next following.

      Section 4.04 Quorum: Except as may otherwise be directed by the Board of
Directors, at all meetings of any Committee the presence of members (or
alternate members, if any) consisting of a majority of the total authorized
membership of such Committee, but in no event less than two, shall be necessary
and sufficient to constitute a quorum for the transaction of business, and the
act of the majority of the members (or such alternates) present at any meeting
at which a quorum is present, but in no event less than two, shall be the act of
such Committee.

      Section 4.05 Resignations: Any member (and any alternate member) of any
Committee may resign at any time by delivering a written resignation to either
the President, a Vice President, the Secretary or an Assistant Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any resignation from the Board of Directors shall automatically constitute a
resignation from any Committee.

      Section 4.06 Removal: Any member (and any alternate member) of any
Committee may be removed at any time, either for or without cause, by the Board
of Directors. Removal of a Director shall automatically constitute removal of
said individual from any Committee.

      Section 4.07 Vacancies: If any vacancy shall occur in any Committee by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and such alternate members) shall continue to act, provided
they shall be at least two in number, and any such vacancy may be filled by the
Board of Directors.

Article 5 Officers

      Section 5.01 Number: The officers of the Company shall be a Chief
Executive Officer, President, such Vice Presidents and Senior Managing
Directors, or other titles of equivalent rant, as the Board of Directors may
from time to time determine, a Clerk (also referred to herein as a

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Secretary), a Treasurer, a Chief Financial Officer, a General Counsel and such
other officers as may be appointed in accordance with the provisions of Section
5.13 hereof. The Board of Directors may also elect from its own membership a
Chairman of the Board of Directors and a Vice Chairman. (c. 156B, sec. 48)

      Section 5.02 Election, Term of Office and Qualifications: The officers
(except such officers as may be appointed in accordance with the provisions of
Section 5.13 hereof) shall be chosen by the Board of Directors at any regular or
special meeting of the Board of Directors. Each officer shall hold office until
the next ensuing annual meeting of the Board of Directors and until such
officer's successor shall have been chosen and qualified, or until such
officer's death, or until such officer shall resign in the manner provided in
Section 5.03 hereof, or shall have been removed in the manner provided in
Section 5.04 hereof or shall otherwise have such officer's employment cease. Any
number of offices may be held by the same person. Each of the Chairman of the
Board and the Vice Chairman, if any, shall be and remain a Director of the
Company during his or her respective term of office. No other officer need be a
Director. (c. 156B, sec. 48; 50)

      Section 5.03 Resignations: Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the Chairman of the
Board, the President, the Secretary or an Assistant Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.

      Section 5.04. Removal: Any officer may be removed from office, either for
or without cause, at any special meeting of the Board of Directors called for
the purpose, or at a regular meeting, or by resolution adopted by the Board of
Directors, consistent with applicable law. Any officer or agent appointed in
accordance with the provisions of Section 5.13 hereof may also be removed,
either for or without cause, by any officer upon whom such power of removal
shall have been conferred by the Board of Directors. (c. 156B, sec. 51)

      Section 5.05 Vacancies and Newly Created Offices: If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors at any regular or
special meeting or by resolution or, in the case of any office created pursuant
to Section 5.13 hereof, by any officer upon whom such power shall have been
conferred by the Board of Directors.

      Section 5.06 Authority and Duties of Officers: The officers of the Company
shall have such authority and shall exercise such powers and perform such duties
as may be specified in these By-Laws or as may from time to time be assigned to
them by the Board of Directors, except that in any event each officer shall
exercise such powers and perform such duties as are required by statute for such
office.

      Section 5.07 The Chairman of the Board; Vice Chairman of the Board: The
Chairman of the Board shall preside at all meetings of the Board of Directors
and of the stockholders. The Chairman shall perform such other duties as from
time to time may be assigned by, and shall be responsible solely to, the Board
of Directors. The Vice Chairman, if any, shall perform the duties of the
Chairman in the Chairman's absence.

      Section 5.08 The President: The President shall be the chief executive
officer of the

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Company and shall be responsible to the Board of Directors for the
administration and operation of the Company. The President shall, in the absence
of the Chairman and of the Board and Vice Chairman, if any, preside at all
meetings of the Board of Directors and at all meetings of stockholders. The
President shall, subject to the directions of the Board of Directors, have all
powers and perform all duties incident to the office of a president of a
company, and shall exercise such other powers and perform such other duties as
from time to time may be assigned by the Board of Directors. The President shall
be vested with the powers, and perform the duties, of the Chairman of the Board
in the absence of the Chairman and the Vice Chairman, if any.

      Section 5.09 The Vice Presidents: The Board of Directors may, from time to
time, elect one or more Vice Presidents, Senior Managing Directors or positions
of equivalent rank (including, without limitation, Senior Vice Presidents and
Second Vice Presidents). Each Vice President shall have such powers and perform
such duties as from time to time may be assigned by the Board of Directors or
the President. Any Vice President may sign (unless the President or another Vice
President shall have signed) certificates representing stock of the Company the
issuance of which shall have been authorized by the Board of Directors.

      Section 5.10 The Secretary: The Secretary shall have the following powers
and duties:

            (a) The Secretary shall keep or cause to be kept a record of all the
      proceedings of the meetings of the stockholders and of the Board of
      Directors in books provided for that purpose. (c. 156B, sec. 48)

            (b) The Secretary shall cause all notices to be duly given in
      accordance with the provisions of these By-Laws and as required by
      statute.

            (c) The Secretary shall be the custodian of the seal of the Company
      and cause such seal (or a facsimile thereof) to be affixed to all
      certificates representing stock of the Company prior to the issuance
      thereof and to all instruments the execution of which on behalf of the
      Company under its seal shall have been duly authorized in accordance with
      these By-Laws, and when so affixed he or she may attest the same.

            (d) The Secretary shall have charge of the stock books of the
      Company and cause the stock and transfer books to be kept in such manner
      as to show at any time the amount of the stock of the Company of each
      class issued and outstanding, the names and the addresses of the holders
      of record thereof, the number of shares held by each holder and the time
      when each became such holder of record.

            (e) The Secretary shall sign (unless the Treasurer, an Assistant
      Treasurer or Assistant Secretary shall have signed) certificates
      representing stock of the Company the issuance of which shall have been
      authorized by the Board of Directors.

            (f) The Secretary shall perform, in general, all duties incident to
      the office of Secretary and such other duties as are given to the
      Secretary by these By-Laws or as from time to time may be assigned by the
      Board of Directors or the President.

      Section 5.11 The Treasurer: The Treasurer shall have the following powers
and duties:

            (a) The Treasurer shall maintain banking arrangements and be
      responsible for

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      the moneys and securities of the Company.

            (b) The Treasurer shall cause the moneys and other valuable effects
      of the Company to be deposited in the name and to the credit of the
      Company in such banks or trust companies or with such bankers or other
      depositaries as shall be selected in accordance with these By-Laws.

            (c) The Treasurer may sign (unless an Assistant Treasurer or the
      Secretary or an Assistant Secretary shall have signed) certificates
      representing stock of the Company the issuance of which shall have been
      authorized by the Board of Directors.

            (d) The Treasurer shall perform all duties incident to the office of
      Treasurer, and such other duties as from time to time may be assigned by
      the Board of Directors or the President.

      Section 5.12 The Chief Financial Officer: The Chief Financial Officer
shall have the following powers and duties:

            (a) The Chief Financial Officer shall be the principal financial
      officer of the Company and shall be responsible for all financial and
      operating statements, tax reports and returns, and reports to government
      agencies; and the Chief Financial Officer shall render to the President or
      the Board of Directors, whenever requested, such statements of accounts as
      may be requested.

            (b) Chief Financial Officer shall perform all duties incident to the
      office of Chief Financial Officer, and such other duties as from time to
      time may be assigned by the Board of Directors or the President.

      Section 5.13 Subordinate Officers, Etc.: The Board of Directors from time
to time may appoint such other officers or agents as it may deem advisable,
including one or more Assistant Secretaries and Assistant Treasurers, each of
whom shall have such title, hold office for such period, have such authority,
and perform such duties, as the Board of Directors from time to time may
determine. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint any such subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and duties.

      Section 5.14 Compensation: The Board of Directors shall fix the
compensation of the Chairman of the Board of Directors and may fix the
compensation of all other officers of the Company. No officer shall be prevented
from receiving any such salary or compensation by reason of the fact that he or
she is also a Director of the Company.

      Section 5.15 Surety Bonds: In case the Board of Directors shall so
require, any officer or agent of the Company shall execute to the Company a bond
in such sum and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his or her duties to the
Company, including responsibility for negligence and for the accounting for all
property, moneys or securities of the Company which may come into his or her
possession.

Article 6: Execution of Instruments, Borrowing of Money and Deposit of Corporate

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           Funds

      Section 6.01 Execution of Instruments: The President or any Senior Vice
President, Vice President, Second Vice President, Senior Managing Director,
Executive Vice President or any other Board elected officer of equivalent rank,
subject to any limitation contained in the Articles of Organization or in these
By-Laws, may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Company. The Board of Directors may, subject to
any limitation contained in the Articles of Organization or in these By-Laws,
authorize any other officer or agent to enter into any contract or execute and
deliver any instrument in the name and on behalf of the Company; any such
authorization may be general or confined to specific instances.

      Section 6.02 Loans: No loans or advances shall be made by the Company to
others, or contracted on behalf of the Company, and no negotiable paper shall be
issued in its name, unless and except as authorized by the Board of Directors,
or a committee thereof; any such authorization may be general or confined to
specific instances. Any officer of the Company thereunto so authorized may
effect loans and advances by or to the Company, and may make, execute and
deliver promissory notes, bonds or other evidences of indebtedness of the
Company. Any officer of the Company thereunto so authorized may pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Company any and all stocks, bonds,
other securities and other personal property at any time held by the Company,
and to that end may endorse, assign and deliver the same and do every act and
thing necessary or proper in connection therewith.

      Section 6.03 Deposits: All moneys of the Company not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors,
or a committee thereof, may select, or as from time to time may be selected by
any officer or agent authorized to do so by the Board of Directors, or a
committee thereof.

      Section 6.04 Checks, Drafts, etc.: All notes, drafts, bills of exchange,
acceptances, checks, endorsements and other evidences of indebtedness of the
Company and its orders for the payment of money shall be signed by such officer
or officers or such agent or agents of the Company, and in such manner, as the
Board of Directors, or a committee thereof, from time to time may determine.

      Section 6.05 Sale, Transfer, etc., of Securities: Subject to the
limitation contained in these By-Laws, the President or any Senior Vice
President, Vice President or Second Vice President, the Treasurer or the
Secretary, to the extent authorized by the Board of Directors, may sell,
transfer, endorse, and assign any and all shares of stocks, bonds and other
securities owned by or standing in the name of the Company, and may make,
execute and deliver in the name of and as the act of the Company, under its
corporate seal, and all instruments in writing necessary or proper to carry such
sales, transfers, endorsements and assignments into effect.

      Section 6.06 Voting Upon Stocks: Unless otherwise ordered by the Board of
Directors, the President or any Senior Vice President, Vice President or Second
Vice President shall have full power and authority on behalf of the Company to
attend and to act and to vote, or in the name of the Company to execute proxies
to vote, at any meeting of stockholders of any

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corporation in which the Company may hold stock, and at any such meeting shall
possess and may exercise, in person or by proxy, any and all rights, powers and
privileges incident to the ownership of such stock. The Board of Directors may,
from time to time, confer like powers upon any other person or persons.

Article 7 Capital Stock

      Section 7.01 Certificates of Stock: (a) Every holder of stock in the
Company shall be entitled to have a certificate, signed by, or in the name of
the Company by, the Chairman of the Board or Vice Chairman, if any, or the
President or any Senior Vice President, Vice President or Second Vice President
and the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant
Secretary, certifying the number of shares owned by such stockholder in the
Company.

      (b) Certificates representing shares of stock of the Company shall be in
such form as shall be approved by the Board of Directors.

      (c) There shall be entered upon the stock books of the Company at the time
of issuance of each share the number of the certificate issued, the name of the
person owning the shares represented thereby, the number and class of such
shares, and the date of issuance thereof. Every certificate exchanged or
returned to the Company shall be marked "Cancelled", with the date of
cancellation.

      Section 7.02 Transfer of Stock: (a) Transfers of shares of the stock of
the Company shall be made on the books of the Company by the holder of record
thereof, in person or by the holder's attorney thereunto duly authorized by a
power of attorney duly executed in writing and filed with the Secretary of the
Company or with any of its transfer agents, upon surrender of the certificate or
certificates properly endorsed or accompanied by proper instruments of transfer,
representing such shares.

      (b) The Company shall be entitled to treat the holder of record of any
share or shares of stock as the absolute owner thereof for all purposes, and
accordingly shall not be bound to recognize any legal, equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
expressly provided by applicable law.

Article 8 Indemnification

      Section. 8.01 Persons Indemnified, Inclusions and Exclusions: The Company
shall, except as hereinafter provided and subject to limitations of law,
indemnify each Director, former Director, officer and former officer of the
Company, and any such person and any employee or former employee of the Company
who serves at the request of the Company as a Director or officer of any other
organization in which the Company directly or indirectly owns shares or of which
it is a creditor, and his heirs and legal representatives, against all loss,
liability and expense whether heretofore or hereafter imposed upon or incurred
by him in connection with any pending or future action, suit, proceeding or
claim in which he may be involved, or with which he may be threatened, by reason
of any alleged act or omission as such Director or officer while

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so serving or by reason of such Director or officer concurrently holding office
as a director of another organization of which he was a director at the time he
first became such Director or officer. Such loss, liability and expense shall
include, but not be limited to, judgments, fines, court costs, reasonable
attorneys' fees and the cost of reasonable settlements. Such indemnification
shall not cover (a) loss, liability or expense imposed or incurred in connection
with any item or matter as to which such Director or officer shall be finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Company; or (b) loss, liability or
expense imposed or incurred in connection with any item or matter which shall be
settled without final adjudication unless such settlement shall have been
approved as in the best interests of the Company (1) by vote of the Board of
Directors at a meeting in which no Director participates against whom any suit
or proceeding on the same or similar grounds is then pending or threatened or
(2) by vote of the policyholders. As part of such indemnification, the Company
may pay expenses incurred in defending any such action, suit, proceeding or
claim in advance of the final disposition thereof upon receipt of an undertaking
by the person indemnified to repay such payment if he should be determined not
to be entitled to indemnification hereunder. The foregoing rights of
indemnification shall be in addition to any rights to which any Director, former
Director, officer, former officer, employee, heirs or legal representatives may
otherwise be lawfully entitled.

      A Director of the Company shall not be liable to the Company or its
members for monetary damages for breach of fiduciary duty as a Director, except
to the extent that such exculpation from liability is not permitted by
applicable law as the same exists or may hereafter be amended. No amendment to
or repeal of this provision shall apply to or have any effect on the liability
or alleged liability of any director for or with respect to any acts or
omissions of such Director occurring prior to such amendment or repeal.

Article 9 Miscellaneous

      Section 9.01 Fiscal Year: The fiscal year of the Company shall be the
calendar year.

      Section 9.02 Contributions: The Directors may, subject to the limits and
restrictions imposed by law and subject to such rules and regulations consistent
with law that they may make, make contributions of such sums of money as they
determine to be reasonable for public welfare or for charitable, scientific or
educational purposes.

      Section 9.03 Waivers of Notice: Whenever any notice is required to be
given by law, or under the provisions of the Articles of Organization or of
these By-Laws, 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 to notice. Attendance of a person at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of , any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

      Section 9.04 Divisions: The Company may have such Divisions, and such
Division officers, as the Company's Board of Directors may from time to time
determine.

<PAGE>

Article 10 Amendments

      Section 10.01 Amendments: All By-Laws of the Company, whether adopted by
the Board of Directors or the stockholders, shall be subject to amendment,
alteration or repeal, and new By-Laws may be made, either:

            (a) by the affirmative vote of the holders of record of a majority
      of the outstanding shares of stock of the Company entitled to vote, given
      at any annual or special meeting, the notice or waiver of notice of which
      shall have specified or summarized the proposed amendment, alteration,
      repeal, or new By-Law; or

            (b) by the Board of Directors, except as to By-Laws that, in
      accordance with applicable law, the Articles of Organization or these
      By-Laws, are subject to amendment, alteration or repeal only by vote of
      the stockholders.


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(Citations to the Business Corporations Law of the Commonwealth of Massachusetts
are inserted for reference only and do not constitute a part of the By-Laws.)


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