<PAGE>


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                        -------------------------------------

                         SECOND AMENDED AND RESTATED BY-LAWS

                        -------------------------------------

                                          of

                              ARM FINANCIAL GROUP, INC.

                          Effective as of February 20, 1998


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<PAGE>

                                  TABLE OF CONTENTS


                                                                            Page

                                      ARTICLE I

                                      OFFICES

SECTION 1.1.   Registered Office in Delaware . . . . . . . . . . . . . . . . .1
SECTION 1.2.   Other Offices . . . . . . . . . . . . . . . . . . . . . . . . .1

                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

SECTION 2.1.   Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 2.2.   Special Meetings. . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 2.3.   Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . .1
SECTION 2.4.   Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 2.5.   Adjournments. . . . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 2.6.   Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 2.7.   Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
SECTION 2.8.   Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
SECTION 2.9.   Advance Notice of Business to Be Transacted at Annual Meetings.3

                                     ARTICLE III

                                  BOARD OF DIRECTORS

SECTION 3.1.   General Powers. . . . . . . . . . . . . . . . . . . . . . . . .4
SECTION 3.2.   Number and Term of Holding Office . . . . . . . . . . . . . . .4
SECTION 3.3.   Nomination of Directors and Advance Notice Thereof. . . . . . .5
SECTION 3.4.   Resignation . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 3.5.   Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 3.6.   Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECTION 3.7.   Action by Consent . . . . . . . . . . . . . . . . . . . . . . .7
SECTION 3.8.   Meetings by Conference Telephone, etc.. . . . . . . . . . . . .7
SECTION 3.9.   Compensation. . . . . . . . . . . . . . . . . . . . . . . . . .7

                                      ARTICLE IV

                                      COMMITTEES


SECTION 4.1.   Committees. . . . . . . . . . . . . . . . . . . . . . . . . . .8


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                                          ii


                                                                            Page

                                      ARTICLE V

                                       OFFICERS

SECTION 5.1.   Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 5.2.   Authority and Duties. . . . . . . . . . . . . . . . . . . . . .8
SECTION 5.3.   Term of Office, Resignation and Removal . . . . . . . . . . . .8
SECTION 5.4.   Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . .9
SECTION 5.5.   The Chairman. . . . . . . . . . . . . . . . . . . . . . . . . .9
SECTION 5.6.   Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . .9
SECTION 5.7.   The Secretary . . . . . . . . . . . . . . . . . . . . . . . . .9
SECTION 5.8.   Assistant Secretaries . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.9.   The Treasurer . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.10.  Assistant Treasurers. . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.11.  Additional Officers . . . . . . . . . . . . . . . . . . . . . 10

                                      ARTICLE VI

                          CHECKS, DRAFTS, NOTES AND PROXIES

SECTION 6.1.   Checks, Drafts and Notes. . . . . . . . . . . . . . . . . . . 10
SECTION 6.2.   Execution of Proxies. . . . . . . . . . . . . . . . . . . . . 10

                                     ARTICLE VII

                            SHARES AND TRANSFER OF SHARES

SECTION 7.1.   Certificates of Stock . . . . . . . . . . . . . . . . . . . . 11
SECTION 7.2.   Record. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 7.3.   Transfer of Stock . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 7.4.   Addresses of Stockholders . . . . . . . . . . . . . . . . . . 11
SECTION 7.5.   Lost, Destroyed or Mutilated Certificates . . . . . . . . . . 11
SECTION 7.6.   Facsimile Signatures. . . . . . . . . . . . . . . . . . . . . 12
SECTION 7.7.   Regulations . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 7.8.   Record Date . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 7.9.   Registered Stockholders . . . . . . . . . . . . . . . . . . . 12
SECTION 7.10.  Stockholder Agreements. . . . . . . . . . . . . . . . . . . . 13


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                                         iii


                                                                            Page

                                     ARTICLE VIII

                                  BOOKS AND RECORDS

SECTION 8.1.   Books and Records . . . . . . . . . . . . . . . . . . . . . . 13

                                      ARTICLE IX

                                         SEAL

SECTION 9.1.   Corporate Seal. . . . . . . . . . . . . . . . . . . . . . . . 13

                                      ARTICLE X

                                     FISCAL YEAR

SECTION 10.1.  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . 13

                                      ARTICLE XI

                                   INDEMNIFICATION

SECTION 11.1.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . 13

                                     ARTICLE XII

                                      AMENDMENTS

SECTION 12.1.  Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . 16


<PAGE>


                        -------------------------------------

                         SECOND AMENDED AND RESTATED BY-LAWS
                                          OF
                              ARM FINANCIAL GROUP, INC.

                        -------------------------------------


                                      ARTICLE I

                                       OFFICES

          SECTION 1.1.   REGISTERED OFFICE IN DELAWARE.  The address of the
registered office of ARM Financial Group, Inc. (hereinafter called the
"CORPORATION") in the State of Delaware shall be The Corporation Trust Company,
1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801, and the registered agent in charge thereof shall be The Corporation Trust
Company.

          SECTION 1.2.   OTHER OFFICES.  The Corporation may have an office or
offices at any other place or places within or without the State of Delaware.

                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

          SECTION 2.1.   ANNUAL MEETING.  The annual meeting of stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place within or without
the State of Delaware, and at such date and hour, as shall be designated by the
Board of Directors of the Corporation (the "BOARD") and set forth in the notice
or in a duly executed waiver of notice thereof.

          SECTION 2.2.   SPECIAL MEETINGS.  A special meeting of the
stockholders for any purpose or purposes may be called at any time by a majority
of the members of the Board or the Chief Executive Officer of the Corporation. 
A special meeting of stockholders of the Corporation may not be called by any
other person or persons.  Any such meeting shall be held at such place within or
without the State of Delaware, and at such date and hour, as shall be designated
in the notice or in a duly executed waiver of notice of such meeting.

          Only such business as is stated in the written notice of a special
meeting may be acted upon thereat.

          SECTION 2.3.   NOTICE OF MEETINGS.  Except as otherwise provided by
law, written notice of each annual or special meeting of stockholders stating
the place, date and hour of the 

<PAGE>

                                          2


meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is held, shall be given personally or by first class mail to
each stockholder entitled to vote at such meeting, not less than 10 nor more
than 60 calendar days before the date of the meeting.  If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder's address as it appears
on the records of the Corporation.  If, prior to the time of mailing, the
Secretary shall have received from any stockholder entitled to vote a written
request that notices intended for such stockholder are to be mailed to an
address other than the address that appears on the records of the Corporation,
notices intended for such stockholder shall be mailed to the address designated
in such request.

          Notice of a special meeting may be given by the person or persons
calling the meeting, or, upon the written request of such person or persons, by
the Secretary of the Corporation on behalf of such person or persons.  If the
person or persons calling a special meeting of stockholders give notice thereof,
such person or persons shall forward a copy thereof to the Secretary.  Every
request to the Secretary for the giving of notice of a special meeting of
stockholders shall state the purpose or purposes of such meeting.

          SECTION 2.4.   WAIVER OF NOTICE.  Notice of any annual or special
meeting of stockholders need not be given to any stockholder entitled to vote at
such meeting who files a written waiver of notice with the Secretary, duly
executed by the person entitled to notice, whether before or after the meeting. 
Neither the business to be transacted at, nor the purpose of, any meeting of
stockholders need be specified in any written waiver of notice.  Attendance of a
stockholder at a meeting, in person or by proxy, shall constitute a waiver of
notice of such meeting, except as provided by law.

          SECTION 2.5.   ADJOURNMENTS.  When a meeting is adjourned to another
date, hour or place, notice need not be given of the adjourned meeting if the
date, hour and place thereof are announced at the meeting at which the
adjournment is taken.  If the adjournment is for more than 30 calendar days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.  At the adjourned meeting any
business may be transacted which might have been transacted at the original
meeting.

          When any meeting is convened the presiding officer, if directed by the
Board, may adjourn the meeting if (a) no quorum is present for the transaction
of business, or (b) the Board determines that adjournment is necessary or
appropriate to enable the stockholders (i) to consider fully information which
the Board determines has not been made sufficiently or timely available to
stockholders or (ii) otherwise to exercise effectively their voting rights.

          SECTION 2.6.   QUORUM.  Except as otherwise provided by law or the
Restated Certificate of Incorporation of the Corporation (the "RESTATED
CERTIFICATE OF INCORPORATION"), whenever a class of stock of the Corporation is
entitled to vote as a separate class, or whenever classes of stock of the
Corporation are entitled to vote together as a single class, on any matter

<PAGE>
                                          3


brought before any meeting of the stockholders, whether annual or special,
holders of shares entitled to cast a majority of the votes entitled to be cast
by all the holders of the shares of stock of such class voting as a separate
class, or classes voting together as a single class, as the case may be,
outstanding and entitled to vote thereat, present in person or by proxy, shall
constitute a quorum at any such meeting of the stockholders.  If, however, such
quorum shall not be present or represented at any such meeting of the
stockholders, the stockholders entitled to vote thereat may adjourn the meeting
from time to time in accordance with Section 2.5 until a quorum shall be present
or represented.

          SECTION 2.7.   VOTING.  Unless otherwise provided in the Restated
Certificate of Incorporation, each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each share of capital stock
entitled to vote thereat held by such stockholder.  Except as otherwise provided
by law or the Restated Certificate of Incorporation or these By-Laws, when a
quorum is present with respect to any matter brought before any meeting of the
stockholders, the vote of the holders of shares entitled to cast a majority of
the votes entitled to be cast by all the holders of the shares constituting such
quorum shall decide any such matter.  Votes need not be by written ballot,
unless the Board, in its discretion, or the officer of the Corporation presiding
at a meeting of stockholders, in his discretion, requires any vote or votes cast
at such meeting to be cast by written ballot.

          SECTION 2.8.   PROXIES.  Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for such
stockholder by proxy.  Such proxy shall be filed with the Secretary before such
meeting of stockholders at such time as the Board may require.  No proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.

          SECTION 2.9.   ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL
MEETINGS. (a)  To be properly brought before the annual meeting of stockholders,
business must be either (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board (or any duly
authorized committee thereof), (ii) otherwise properly brought before the
meeting by or at the direction of the Board (or any duly authorized committee
thereof) or (iii) otherwise properly brought before the meeting by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 2.9 and on the record date
for the determination of stockholders entitled to vote at such meeting and (B)
who complies with the notice procedures set forth in this Section 2.9. In
addition to any other applicable requirements, including but not limited to the
requirements of Rule 14a-8 promulgated by the Securities and Exchange commission
under the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
for business to be properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of this Section 2.9(a), such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.

          (b)  To be timely, a stockholder's notice to the Secretary pursuant to
clause (iii) of Section 2.9(a) must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than 60 days nor
more than 90 days prior to the anniversary date of the 

<PAGE>
                                          4


immediately preceding annual meeting of stockholders; PROVIDED, HOWEVER, that in
the event that the annual meeting is called for a date that is not within 30
days before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting is mailed or such public disclosure of the date of the annual meeting is
made, whichever first occurs.

          (c)  To be in proper written form, a stockholder's notice to the
Secretary pursuant to clause (iii) of Section 2.9(a) must set forth as to each
matter such stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and record
address of such stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such stockholder, together with evidence reasonably satisfactory to the
Secretary of such beneficial ownership, (iv) a description of all arrangements
or understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business and
(v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

          (d)  Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at the annual meeting of stockholders except
business brought before such meeting in accordance with the procedures set forth
in this Section 2.9; PROVIDED, HOWEVER, that, once business has been properly
brought before such meeting in accordance with such procedures, nothing in this
Section 2.9 shall be deemed to preclude discussion by any stockholder of any
such business.  If the chairman of such meeting determines that business was not
properly brought before the meeting in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.


                                     ARTICLE III

                                  BOARD OF DIRECTORS

          SECTION 3.1.   GENERAL POWERS.  The property, business and affairs of
the Corporation shall be managed by the Board, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by the Restated Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

          SECTION 3.2.   NUMBER AND TERM OF HOLDING OFFICE.  Subject to the
rights, if any, of holders of preferred stock of the Corporation, the number of
directors which shall constitute the whole Board shall consist of not less than
three (3) nor more than fifteen (15) members, the exact number of which shall be
fixed by the Board from time to time by a majority of the whole Board.  The
Board shall, by resolution passed by a majority of the Board, designate the
directors to serve as 

<PAGE>
                                          5


initial Class I, Class II and Class III directors upon the effectiveness of the
Restated Certificate of Incorporation.  Except as provided in Section 3.4,
directors shall be elected by a plurality of the votes cast at annual meetings
of stockholders, and each director so elected shall hold office as provided by
Article VIII of the Restated Certificate of Incorporation.  None of the
directors need be stockholders of the Corporation.

          SECTION 3.3.   NOMINATION OF DIRECTORS AND ADVANCE NOTICE THEREOF. (a)
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation, except as may be
otherwise provided in the Restated Certificate of Incorporation with respect to
the right of holders of preferred stock of the Corporation to nominate and elect
a specified number of directors in certain circumstances.  Nominations of
persons for election to the Board may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (i) by or at the direction of the Board (or any duly
authorized committee thereof) or (ii) by any stockholder of the Corporation (A)
who is a stockholder of record on the date of the giving of the notice provided
for in this Section 3.3 and on the record date for the determination of
stockholders entitled to vote at such meeting and (B) who complies with the
notice procedures set forth in this Section 3.3. In addition to any other
applicable requirements, for a nomination to be made by a stockholder pursuant
to clause (ii) of this Section 3.3(a), such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.

          (b)  To be timely, a stockholder's notice to the Secretary pursuant to
clause (ii) of Section 3.3(a) must be delivered to or mailed and received at the
principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting of stockholders; PROVIDED,
HOWEVER, that in the event that the annual meeting is called for a date that is
not within 30 days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth day following the day on which such notice of the date
of the annual meeting is mailed or such public disclosure of the date of the
annual meeting is made, whichever first occurs, or (ii) in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth day following the day on which notice of
the date of the special meeting is mailed or public disclosure of the date of
the special meeting is made, whichever first occurs.

          (c)  To be in proper written form, a stockholder's notice to the
Secretary pursuant to clause (ii) of Section 3.3(a) must set forth (i) as to
each person whom the stockholder proposes to nominate for election as a
director, (A) the name, age, business address and residence address of the
person, (B) the principal occupation or employment of the person, (C) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by the person and (D) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder; and (ii) as to the
stockholder giving the notice, (A) the name 


<PAGE>
                                          6


and record address of such stockholder, (B) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, together with evidence reasonably satisfactory to
the Secretary of such beneficial ownership, (C) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (D) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder.  Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

          (d)  No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.3. If the chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the chairman of the meeting
shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.

          SECTION 3.4.   RESIGNATION.  Any director may resign at any time by
giving written notice to the Board, the Chief Executive Officer or the Secretary
of the Corporation.  Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, then it shall take effect when accepted by action of the
Board.  Except as aforesaid, acceptance of such resignation shall not be
necessary to make it effective.

          SECTION 3.5.   VACANCIES.  Subject to the rights of the holders of any
series of preferred stock or any other class of capital stock of the Corporation
(other than common stock) then outstanding, any vacancy in the Board, arising
from death, resignation, removal, an increase in the number of directors or any
other cause, may be filled only by the Board, the stockholders acting at an
annual meeting or, if the vacancy is with respect to a director elected by a
voting group, by action of any other directors elected by such voting group or
such voting group.  Any director elected to fill a vacancy shall hold office for
a term that shall coincide with the term of the class to which such director
shall have been elected.

          SECTION 3.6.   MEETINGS. (a)  ANNUAL MEETINGS. As soon as practicable
after each annual election of directors, the Board shall meet for the purpose of
organization and the transaction of other business, unless it shall have
transacted all such business by written consent pursuant to Section 3.7.

          (b)  OTHER MEETINGS.  Other meetings of the Board shall be held at
such times as the Board shall from time to time determine or upon call by the
Chairman of the Board or any two directors.


<PAGE>
                                          7


          (c)  NOTICE OF MEETINGS.  Regular meetings of the Board may be held
without notice.  The Secretary of the Corporation shall give notice to each
director of each special meeting, including the time and place of such special
meeting.  Notice of each such meeting shall be given to each director either by
mail, at least two days before the day on which such meeting is to be held, or
by telephone, telegram, facsimile, telex or cable not later than the day before
the day on which such meeting is to be held or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the
circumstances.  Notice of any meeting shall not be required to be given to any
director who shall attend such meeting.  A waiver of notice by the person
entitled thereto, whether before or after the time of any such meeting, shall be
deemed equivalent to adequate notice.

          (d)  PLACE OF MEETINGS. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.

          (e)  QUORUM AND MANNER OF ACTING.  Except as otherwise provided by
law, the Restated Certificate of Incorporation or these By-Laws, a majority of
the total number of directors then in office shall be necessary at any meeting
of the Board in order to constitute a quorum for the transaction of business at
such meeting, and the affirmative vote of a majority of those directors present
at any such meeting at which a quorum is present shall be necessary for the
passage of any resolution or act of the Board.  In the absence of a quorum for
any such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present thereat.  Notice of
any adjourned meeting need not be given.

          SECTION 3.7.   ACTION BY CONSENT.  Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent or consents thereto is signed by all
members of the Board or such Committee, as the case may be, and such written
consent or consents are filed with the minutes of the proceedings of the Board
or such committee.

          SECTION 3.8.   MEETINGS BY CONFERENCE TELEPHONE, ETC.  Any one or more
members of the Board, or of any committee thereof, may participate in a meeting
of the Board, or of such committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

          SECTION 3.9.   COMPENSATION.  Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum, if any, or such fees, if any, for attendance at meetings of the Board
or of any committee thereof, or both, as the Board shall from time to time
determine.  The Board may likewise provide that the Corporation shall reimburse
each director or member of a committee for any expenses incurred by him on
account of his attendance at any such meeting.  Nothing contained in this
Section 3.9 shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.


<PAGE>
                                          8

                                      ARTICLE IV

                                      COMMITTEES
          
          SECTION 4.1.   COMMITTEES.  The Board, by resolution passed by a
majority of the whole Board, may designate members of the Board to constitute
one or more committees which shall in each case consist of such number of
directors, not fewer than two, and, to the extent permitted by law and provided
in the resolution establishing such committee, shall have and exercise all the
powers and authority of the Board in the management of the business and affairs
of the Corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified members at
any meeting of any such committee.  In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he 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.  A majority of all the members of any such committee may fix its rules
of procedure, determine its action and fix the time and place, whether within or
without the State of Delaware, of its meetings and specify what notice thereof,
if any, shall be given, unless the Board shall otherwise by resolution provide. 
The Board shall have power to change the members of any such committee at any
time, to fill vacancies therein and to discharge any such committee, either with
or without cause, at any time.  Any committee, to the extent allowed by law and
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation.  Each committee shall keep regular
minutes and report to the Board when required.


                                      ARTICLE V

                                       OFFICERS
          
          SECTION 5.1.   OFFICERS.  The officers of the Corporation shall be the
Chairman, the Secretary and a Treasurer and may include one or more Vice
Presidents and one or more Assistant Secretaries and one or more Assistant
Treasurers.  Any two or more offices may be held by the same person.


          SECTION 5.2.   AUTHORITY AND DUTIES.  All officers shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these By-Laws or, to the extent not so provided, by resolution of
the Board.

          SECTION 5.3.   TERM OF OFFICE, RESIGNATION AND REMOVAL. (a)    Each
officer shall be appointed by the Board and shall hold office for such term as
may be determined by the Board.  Each officer shall hold office until his
successor has been appointed and qualified or his earlier death or resignation
or removal in the manner hereinafter provided.  The Board may require any
officer to give security for the faithful performance of his duties.


<PAGE>
                                          9

          (b)  Any officer may resign at any time by giving written notice to
the Board, the Chairman or the Secretary.  Such resignation shall take effect at
the time specified in such notice or, if the time be not specified, upon receipt
thereof by the Board, the Chairman or the Secretary, as the case may be.  Unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

          (c)  All officers and agents appointed by the Board shall be subject
to removal, with or without cause, at any time by the Board or by the action of
the recordholders of a majority of the shares entitled to vote thereon.

          SECTION 5.4.   VACANCIES.  Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board.  Unless
earlier removed pursuant to Section 5.3, any officer appointed by the Board to
fill any such vacancy shall serve only until such time as the unexpired term of
his predecessor expires unless reappointed by the Board.

          SECTION 5.5.   THE CHAIRMAN.  The Chairman of the Board shall be the
Chief Executive Officer of the Corporation and shall have general and active
management and control of the business and affairs of the Corporation, subject
to the control of the Board, and shall see that all orders and resolutions of
the Board are carried into effect.  The Chairman shall perform all duties
incident to the office of Chairman of the Board and Chief Executive Officer and
all such other duties as may from time to time be assigned to him by the Board
or these By-Laws.  The Chairman shall have the power to call special meetings of
stockholders and to call special meetings of the Board, and shall preside at all
meetings of the Board and stockholders.

          SECTION 5.6.   VICE PRESIDENTS.  Vice Presidents, if any, in such
order as may be determined by the Board, shall generally assist the Chairman and
perform such other duties as the Board or the Chairman shall prescribe, and in
the absence or disability of the Chairman, shall perform the duties and exercise
the powers of the Chairman.

          SECTION 5.7.   THE SECRETARY.  The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee.  He shall give or cause to be
given notice of all meetings of stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board or the Chairman and shall
act under the supervision of the Chairman.  He shall keep in safe custody the
seal of the Corporation and affix the same to any instrument that requires that
the seal be affixed to it and which shall have been duly authorized for
signature in the name of the Corporation and, when so affixed, the seal shall be
attested by his signature or by the signature of the Treasurer of the
Corporation (the "TREASURER") or an Assistant Secretary or Assistant Treasurer
of the Corporation.  He shall keep in safe custody the certificate books and
stockholder records and such other books and records of the Corporation as the
Board or the Chairman may direct and shall perform all other duties incident to
the office of Secretary and such other duties as from time to time may be
assigned to him by the Board or the Chairman.


<PAGE>
                                          10


          SECTION 5.8.   ASSISTANT SECRETARIES.  Assistant Secretaries of the
Corporation ("ASSISTANT SECRETARIES"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.

          SECTION 5.9.   THE TREASURER.  The Treasurer shall have the care and
custody of all the funds of the Corporation and shall deposit such funds in such
banks or other depositories as the Board, or any officer or officers, or any
officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve.  He shall disburse the funds of the Corporation under
the direction of the Board and the Chairman.  He shall keep a full and accurate
account of all moneys received and paid on account of the Corporation and shall
render a statement of his accounts whenever the Board or the Chairman shall so
request.  He shall perform all other necessary actions and duties in connection
with the administration of the financial affairs of the Corporation and shall
generally perform all the duties usually appertaining to the office of treasurer
of a corporation.  When required by the Board, he shall give bonds for the
faithful discharge of his duties in such sums and with such sureties as the
Board shall approve.

          SECTION 5.10.  ASSISTANT TREASURERS.  Assistant Treasurers of the
Corporation ("ASSISTANT TREASURERS"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.

          SECTION 5.11.  ADDITIONAL OFFICERS.  The Board may appoint such other
officers and assistant officers and agents as it shall deem necessary, who shall
hold their offices for such terms and shall have authority and exercise such
powers and perform such duties as shall be determined from time to time by the
Board by resolution not inconsistent with these By-laws.


                                      ARTICLE VI

                          CHECKS, DRAFTS, NOTES AND PROXIES

          SECTION 6.1.   CHECKS, DRAFTS AND NOTES.  All checks, drafts and other
orders for the payment of money, notes and other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.

          SECTION 6.2.   EXECUTION OF PROXIES.  The Chairman or, in the absence
or disability of the Chairman, any Vice President, may authorize, from time to
time, the execution and issuance of proxies to vote shares of stock or other
securities of other corporations held of record by the Corporation and the
execution of consents to action taken or to be taken by any such corporation.  


<PAGE>
                                          11



All such proxies and consents, unless otherwise authorized by the Board, shall
be signed in the name of the Corporation by the Chairman or any Vice President.


                                     ARTICLE VII

                            SHARES AND TRANSFER OF SHARES

          SECTION 7.1.   CERTIFICATES OF STOCK.  Every owner of shares of stock
of the Corporation shall be entitled to have a certificate evidencing the number
of shares of stock of the Corporation owned by him or it and designating the
class of stock to which such shares belong, which shall otherwise be in such
form as the Board shall prescribe.  Each such certificate shall bear the
signature (or a facsimile thereof) of the Chairman of the Board or any Vice
President and of the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary of the Corporation.

          SECTION 7.2.   RECORD.  A record shall be kept of the name of the
person, firm or corporation owning the stock represented by each certificate
evidencing 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.  Except as otherwise expressly required by law, the
person in whose name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the Corporation.

          SECTION 7.3.   TRANSFER OF STOCK. (a) The transfer of shares of stock
and the certificates evidencing such shares of stock of the Corporation shall be
governed by Article 8 of Subtitle I of Title 6 of the Delaware Code (the Uniform
Commercial Code), as amended from time to time.

          (b)  Registration of transfers of shares of stock of the Corporation
shall be made only on the books of the Corporation upon request of the
registered holder thereof, or of his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and upon
the surrender of the certificate or certificates evidencing such shares properly
endorsed or accompanied by a stock power duly executed.

          SECTION 7.4.   ADDRESSES OF STOCKHOLDERS.  Each stockholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served or mailed to him, and, if
any stockholder shall fail to so designate such an address, corporate notices
may be served upon him by mail directed to him at his post office address, if
any, as the same appears on the share record books of the Corporation or at his
last known post office address.

          SECTION 7.5.   LOST, DESTROYED OR MUTILATED CERTIFICATES.  A holder of
any shares of stock of the Corporation shall promptly notify the Corporation of
any loss, destruction or mutilation of any certificate or certificates
evidencing all or any such shares of stock.  The Board may, in its discretion,
cause the Corporation to issue a new certificate in place of any certificate


<PAGE>
                                          12

theretofore issued by it and alleged to have been mutilated, lost, stolen or
destroyed, upon the surrender of the mutilated certificate or, in the case of
loss, theft or destruction of the certificate, upon satisfactory proof of such
loss, theft or destruction, and the Board may, in its discretion, require the
owner of the lost, stolen or destroyed certificate or his legal representative
to give the Corporation a bond sufficient to indemnify the Corporation against
any claim made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate.

          SECTION 7.6.   FACSIMILE SIGNATURES.  Any or all of the signatures on
a certificate evidencing shares of stock of the Corporation may be facsimiles.

          SECTION 7.7.   REGULATIONS.  The Board may make such rules and
regulations as it may deem expedient, not inconsistent with the Restated
Certificate of Incorporation or these By-Laws, concerning the issue, transfer
and registration of certificates evidencing stock of the Corporation.  It may
appoint, or authorize any principal officer or officers to appoint, one or more
transfer agents and one or more registrars, and may require all certificates of
stock to bear the signature or signatures (or a facsimile or facsimiles thereof)
of any of them.  The Board may at any time terminate the employment of any
transfer agent or any registrar of transfers.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall cease to be such officer, transfer agent or registrar,
whether because of death, resignation, removal or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed or whose
facsimile signature has been placed upon such certificate or certificates had
not ceased to be such officer, transfer agent or registrar.

          SECTION 7.8.   RECORD DATE.  In order that the Corporation may
determine the stockholders entitled to notice of, or to vote at, any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other such
action.  A determination of stockholders entitled to notice of, or to vote at,
any meeting of stockholders shall apply to any adjournment of the meeting;
PROVIDED, HOWEVER, that the Board may fix a new record date for the adjourned
meeting.

          SECTION 7.9.   REGISTERED STOCKHOLDERS.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its records
as the owner of shares of stock to receive dividends and to vote as such owner,
shall be entitled to hold liable for calls and assessments a person registered
on its records as the owner of shares of stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares of
stock on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.


<PAGE>
                                          13


          SECTION 7.10.  STOCKHOLDER AGREEMENTS.  Shares of stock of the
Corporation may be subject to one or more agreements abridging, limiting or
restricting the rights of any one or more stockholders to sell, assign,
transfer, mortgage, pledge or hypothecate any or all of the stock of the
Corporation held by them, or may be subject to one or more agreements providing
a purchase option with respect to any shares of stock of the Corporation.  If
such agreements exist, all certificates evidencing shares of stock subject to
such abridgements, limitations, restrictions or options shall have reference
thereto endorsed on such certificate and such stock shall not thereafter be
transferred on the books of the Corporation except in accordance with the terms
and conditions of such agreement or agreements.  Copies of such agreement or
agreements shall be maintained at the offices of the Corporation.


                                    ARTICLE VIII

                                  BOOKS AND RECORDS

          SECTION 8.1.   BOOKS AND RECORDS.  The books and records of the
Corporation may be kept at such place or places within or without the State of
Delaware as the Board may from time to time determine.


                                      ARTICLE IX

                                         SEAL
          SECTION 9.1.   CORPORATE SEAL.  The Board shall provide a corporate
seal which shall bear the full name of the Corporation.


                                     ARTICLE X
                                          
                                    FISCAL YEAR

          SECTION 10.1.  FISCAL YEAR.  The fiscal year of the Corporation shall
be fixed, and shall be subject to change from time to time, by the Board.


                                      ARTICLE XI

                                   INDEMNIFICATION

          SECTION 11.1.  INDEMNIFICATION. (a)     GENERAL.  The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or 


<PAGE>
                                          14


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 is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to the full extent authorized or permitted
by law, as now or hereafter in effect, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person seeking indemnification did not act
in good faith and in a manner which he 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 conduct
was unlawful.

          (b)  DERIVATIVE ACTIONS.  The Corporation shall indemnify 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 is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
the full extent authorized or permitted by law, as now or hereafter in effect,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; PROVIDED, HOWEVER, that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State 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 the Court of Chancery or such other court
shall deem proper.

          (c)  SUCCESSFUL DEFENSE.  To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) above, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

          (d)  PROCEEDINGS INITIATED BY ANY PERSON.  Notwithstanding anything to
the contrary contained in subsections (a) or (b) above, except for proceedings
to enforce rights to indemnification, the Corporation shall not be obligated to
indemnify any person in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized in
advance, or unanimously consented to, by the Board.


<PAGE>
                                          15


          (e)  PROCEDURE.  Any indemnification under subsections (a) and (b)
above (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b)
above.  Such determination shall be made (i) by a majority vote of the directors
who are not parties to such action, suit or proceeding, even though less than a
quorum, or (ii) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (iii) by the stockholders
of the Corporation.

          (f)  ADVANCEMENT OF EXPENSES.  Expenses (including attorneys' fees)
incurred by a director or an officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking in form and substance satisfactory to
the Corporation by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Corporation pursuant to this Article XI.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board deems appropriate.

          (g)  RIGHTS NOT EXCLUSIVE.  The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
Article XI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
law, by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

          (h)  INSURANCE.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of the General Corporation Law of the State
of Delaware.

          (i)  DEFINITION OF "CORPORATION".  For purposes of this Article XI,
references to the "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article XI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.


<PAGE>
                                          16


          (j)  CERTAIN OTHER DEFINITIONS.  For purposes of this Article XI,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves service by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation", as referred to in
this Article XI.

          (k)  CONTINUATION OF RIGHTS.  The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article XI shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          (l)  REPEAL OR MODIFICATION.  Any repeal or modification of this
Article XI by the stockholders of the Corporation shall not adversely affect any
rights to indemnification and to advancement of expenses that any person may
have at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.


                                     ARTICLE XII

                                      AMENDMENTS

          SECTION 12.1.  AMENDMENTS.  These By-Laws, or any of them, may be
altered, amended or repealed, or new by-laws may be made, but only to the extent
any such alteration, amendment, repeal or new by-law is not inconsistent with
any provision of the Restated Certificate of Incorporation, either by a majority
of the whole Board or by the stockholders of the Corporation upon the
affirmative vote of the holders of 80% of the outstanding shares of capital
stock of the Corporation entitled to vote thereon.