AMENDED AND RESTATED

                                   BY-LAWS OF

                             OBJECTSOFT CORPORATION

                            (A Delaware Corporation)


                                    ARTICLE I
                                     Offices

        Section 1. Registered  Office.  The registered office of the Corporation
within the State of Delaware shall be in the City of Dover, County of Kent.

        Section 2. Other Offices.  The  Corporation  may also have any office or
offices other than said registered office at such place or places, either within
or without the State of Delaware,  as the Board of Directors  shall from time to
time determine or the business of the Corporation may require.


                                   ARTICLE II
                            Meetings of Stockholders


        Section 1. Place of Meetings.  All meetings of the  stockholders for the
election of directors or for any other  purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of  Directors  and  stated in the notice of meeting or in a
duly executed waiver thereof.

        Section 2.  Annual  Meeting.  Annual  meetings of  stockholders  for the
election of directors and for such other business as may be stated in the notice
of the meeting,  shall be held at such place, either within or without the state
of Delaware, and at such time and date as the board of directors, by resolution,
shall  determine  and as set forth in the notice of the meeting.  At each annual
meeting, the stockholders  entitled to vote shall elect a board of directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

        Section 3. Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, and at such time and place either within
or  without  the State of  Delaware  and shall be held only for such  purpose or
purposes as may be  designated  by the President or Chairman of the Board of the
Corporation  or the Board of Directors  and stated in the notice of the meeting,
in accordance with these By-Laws. Special meetings of stockholders of


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the Corporation  may be called only by (i) the Board of Directors  pursuant to a
resolution  adopted by a majority of the entire Board of Directors,  either upon
motion of a director or upon  written  request by the holders of at least 50% of
the  voting  power of all the shares of capital  stock of the  corporation  then
entitled to vote  generally in the election of directors,  voting  together as a
single  class  or  (ii)  the  President  or the  Chairman  of the  Board  of the
Corporation.

        Section 4. Notice of Meetings. Except as otherwise expressly required by
statute,  written  notice of each  annual and  special  meeting of  stockholders
stating the date,  place and hour of the meeting,  and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each  stockholder  of record  entitled to vote there at not less than ten nor
more than sixty days before the date of the meeting.  Business transacted at any
special meeting of  stockholders  shall be limited to the purposes stated in the
notice.  Notice shall be given  personally or by mail and, if by mail,  shall be
sent in a postage prepaid envelope,  addressed to the stockholder at his address
as it appears on the records of the Corporation.  Notice by mail shall be deemed
given at the time when the same shall be  deposited  in the United  States mail,
postage prepaid.  Notice of any meeting shall not be required to be given to any
person who attends such meeting,  except when such person attends the meeting in
person or by proxy 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,  or who, either before or after the meeting,  shall submit a
signed written waiver of notice, in person or by proxy.  Neither the business to
be  transacted  at,  nor the  purpose  of,  an  annual  or  special  meeting  of
stockholders need be specified in any written waiver of notice.

        Section 5. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation  shall prepare and make, at least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
the  meeting,  arranged in  alphabetical  order,  showing the address of and the
number of shares registered in the name of each stockholder.  Such list shall be
open to the  examination  of any  stockholder,  for any  purpose  germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the  meeting,  either at a place within the city,  town or village  where the
meeting is to be held,  which place shall be specified in the notice of meeting,
or, if not  specified,  at the place where the  meeting is to be held.  The list
shall be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.

        Section 6. Quorum, Adjournments. The holders of a majority of the voting
power of the issued and outstanding  stock of the  Corporation  entitled to vote
thereat,  present in person or represented by proxy,  shall  constitute a quorum
for the  transaction  of business at all  meetings  of  stockholders,  except as
otherwise  provided  by  statute or by the  Certificate  of  Incorporation.  If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the stockholders entitled to vote thereat, present in person or
represented  by proxy,  shall have the power to adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present or represented by proxy.  At such adjourned  meeting at which a
quorum shall be present or represented by proxy, any business may

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be  transacted  which might have been  transacted  at the meeting as  originally
called.  If the  adjournment  is  for  more  than  thirty  days,  or,  if  after
adjournment a new record date is set, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

        Section 7. Organization.  At each meeting of stockholders,  the Chairman
of the Board, if one shall have been elected, or, in his absence or if one shall
not have been elected,  the President shall act as chairman of the meeting.  The
Secretary  or, in his absence or  inability to act, the person whom the chairman
of the meeting shall appoint  secretary of the meeting shall act as secretary of
the meeting and keep the minutes thereof.

        Section  8.  Order  of  Business;  Proposed  Business  at  Stockholders'
Meeting.  The order of business at all meetings of the stockholders  shall be as
determined by the chairman of the meeting.  No business may be transacted at any
meeting of stockholders, other than business that is either (a) 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),  which shall include any
stockholder  proposals  contained in the  Corporation's  proxy statement made in
accordance  with Rule 14a-8 of the  Securities  and  Exchange Act of 1934 or any
successor  thereto,  (b) otherwise  properly brought before the meeting by or at
the  direction of the Board (or any duly  authorized  committee  thereof) or (c)
otherwise  properly  brought  before  the  meeting  by  any  stockholder  of the
Corporation  (i) who is a stockholder of record on the date of such meeting,  on
the date of the giving of the notice  provided for in this  Section,  and on the
record  date for the  determination  of  stockholders  entitled  to vote at such
meeting and (ii) who complies with the procedures set forth in these By-Laws. In
addition  to any other  applicable  requirements,  for  business  to be properly
brought  before a meeting by a stockholder  or for a  stockholder  to nominate a
nominee for election as a director of the  Corporation,  such  stockholder  must
have given timely  notice  thereof in properly  written form to the Secretary of
the Corporation. For business to be properly brought before an Annual Meeting of
stockholders by a stockholder, such stockholder's notice must be delivered to or
mailed and received by the Secretary at the principal  executive  offices of the
Corporation  not  less  than one  hundred-twenty  (120)  days nor more  than one
hundred  fifty (150) days prior to the one year  anniversary  of the date of the
notice of the Annual Meeting of  stockholders  that was held in the  immediately
preceding year; provided,  however,  that in the event that the month and day of
the Annual Meeting of  stockholders to be held in the current year is changed by
more than thirty (30)  calendar days from the one year  anniversary  of the date
the Annual Meeting of stockholders  was held in the immediately  preceding year,
and less than one  hundred-thirty  (130)  days'  informal  notice or other prior
public disclosure of the date of the Annual Meeting in the current year is given
or made to stockholders,  notice of such proposed  business to be brought before
the meeting by the  stockholder  to be timely must be so received not later than
the close of business on the tenth (10th) day  following the day on which formal
or informal notice of the date of the Annual Meeting of stockholders  was mailed
or such other public disclosure was made, whichever first occurs. In the case of
any other meeting, to be timely, a stockholder's  notice must be delivered to or
mailed and received at the principal  executive  offices of the  Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the

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scheduled date of such meeting;  provided,  however, that in the event that less
than  seventy  (70) days  notice  or prior  public  disclosure  of the date of a
meeting  other  than  the  Corporation's  annual  meeting  is  given  or made to
stockholders,  notice  by the  stockholder  in  order  to be  timely  must be so
received not later than the close of business on the tenth (10th) day  following
the day on which  such  notice  of the date of the  meeting  was  mailed or such
public  disclosure of the date of the meeting was made,  whichever first occurs.
To be in proper written form,  such  stockholder's  notice shall set forth as to
each matter such  stockholder  proposes to bring  before the meeting (i) a brief
and  complete  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 business address and residence address of such  stockholder,  (iii) the
class and number of shares of the Corporation  which are owned  beneficially and
of  record by such  stockholder,  (iv) any other  information  relating  to such
person or proposal that is required to be disclosed in solicitations of proxies,
or is otherwise  required,  in each case pursuant to Regulation 14A  promulgated
under the Securities  Exchange Act of 1934, (v) any other information that is or
would be  required  to be  disclosed  in a Schedule  13D  promulgated  under the
Securities  Exchange  Act of  1934  regardless  of  whether  such  person  would
otherwise  be  required  to  file a  Schedule  13D,  (vi) a  description  of all
arrangements or understandings  between such stockholder and any other person or
persons (including their names and other information with respect to such person
or persons similar to that provided by such  stockholder) in connection with the
proposal of such business by such stockholder and any material  interest of such
stockholder in such business and (viii) a  representation  that such stockholder
intends to appear in person or by proxy at the  meeting  to bring such  business
before the meeting.  In addition,  a person  providing notice under this Section
shall  supplementally  and  promptly  provide  such  other  information  as  the
Corporation otherwise requests. No business shall be conducted at the meeting of
the stockholders  except business brought before the meeting by a stockholder in
accordance  with the  procedures set forth in this Section;  provided,  however,
that,  once business has been properly  brought before the meeting in accordance
with such  procedures,  nothing  in this  Section  shall be  deemed to  preclude
discussion by any stockholder of any such business;  provided further,  however,
that if the stockholder  bringing such matter before the meeting  withdraws such
matter, such matter shall no longer be properly before the meeting. The chairman
of a meeting shall,  if the facts warrant,  determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
procedures  prescribed by these  By-Laws,  and if he should so  determine,  such
business shall not be transacted.


        Section  9.  Voting.  Except as  otherwise  provided  by  statute or the
Certificate  of  Incorporation,  each  stockholder of the  Corporation  shall be
entitled at each meeting of  stockholders  to one vote for each share of capital
stock of the  Corporation  standing in his name on the record of stockholders of
the Corporation:


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        (a)     on the date fixed  pursuant  to the  provisions  of Section 7 of
Article V of these  By-Laws  as the  record  date for the  determination  of the
stockholders who shall be entitled to notice of and to vote at such meeting; or

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

Each  stockholder  entitled to vote at any meeting of stockholders may authorize
another  person or persons to act for him by a proxy signed by such  stockholder
or his attorney-in-fact,  but no proxy shall be voted after three years from its
date,  unless the proxy  provides for a longer  period.  Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time  designated in
the order of business for so delivering  such proxies.  When a quorum is present
at any meeting, the vote of the holders of a majority of the voting power of the
issued  and  outstanding  stock of the  Corporation  entitled  to vote  thereon,
present in person or  represented  by proxy,  shall decide any question  brought
before such meeting,  unless the question is one upon which by express provision
of  statute  or of the  Certificate  of  Incorporation  or of these  By-Laws,  a
different vote is required,  in which case such express  provision  shall govern
and  control the  decision  of such  question.  Unless  required by statute,  or
determined  by the  chairman  of the  meeting to be  advisable,  the vote on any
question need not be by ballot. On a vote by ballot, each ballot shall be signed
by the stockholder  voting,  or by his proxy, if there by such proxy,  and shall
state the number of shares voted.

               Section 10. Inspectors. The Board of Directors may, in advance of
any  meeting of  stockholders,  appoint  one or more  inspectors  to act at such
meeting or any adjournment  thereof. If any of the inspectors so appointed shall
fail to appear or act, the chairman of the meeting shall, or if inspectors shall
not have been  appointed,  the chairman of the meeting may,  appoint one or more
inspectors.  Each  inspector,  before entering upon the discharge of his duties,
shall take and sign an oath  faithfully  to execute the duties of  inspector  at
such meeting with strict  impartiality and according to the best of his ability.
The  inspectors  shall  determine  the number of shares of capital  stock of the
Corporation  outstanding  and the  voting  power of each,  the  number of shares
represented at the meeting,  the existence of a quorum,  the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director  shall act as an inspector of an election of  directors.  Inspectors
need not be stockholders.

        Section 11.  Action by Consent.  Any action  required or permitted to be
taken by the  stockholders of the Corporation  must be effected at a duly called
annual or special  meeting of  stockholders  of the  Corporation  and may not be
effected by any consent in writing by such stockholders.


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                                   ARTICLE III
                               Board of Directors

        Section 1. General  Powers.  The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.  The Board
of Directors may exercise all such authority and powers of the  Corporation  and
do all such lawful acts and things as are not by statute or the  Certificate  of
Incorporation directed or required to be exercised or done by the stockholders.

        Section 2. Number, Classification,  Qualifications, Election and Term of
Office.  The number of  directors  constituting  the initial  Board of Directors
shall be not less than three (3) nor more than seven (7). Thereafter, the number
of  directors  may be fixed,  from time to time,  by the  affirmative  vote of a
majority of the entire Board of Directors  or by action of the  stockholders  of
the  Corporation.  Any decrease in the number of directors shall be effective at
the time of the next  succeeding  annual  meeting of  stockholders  unless there
shall be vacancies in the Board of  Directors,  in which case such  decrease may
become effective at any time prior to the next succeeding  annual meeting to the
extent of the  number of such  vacancies.  Directors  need not be  stockholders.
Except as otherwise  provided by statute or these By-Laws,  the directors (other
than members of the initial Board of  Directors)  shall be elected at the annual
meeting of  stockholders.  Each  director  shall hold office until his successor
shall have been  elected and  qualified,  or until his death,  or until he shall
have resigned,  or have been removed, as hereinafter  provided in these By-Laws.
The  Directors  shall be  classified  with respect to the time during which they
shall  severally hold office by dividing them into two (2) classes,  as provided
in the  Certificate of  Incorporation,  each such class to be as nearly equal in
number as the then total  number of  Directors  constituting  the  entire  Board
permits.  At a Meeting of  Stockholders  in 1996, the directors shall be divided
into two classes  (designated  Class I and Class II),  with  respect to the time
that they severally hold office, as nearly equal in number as possible, with the
initial  term of office of the Class I  directors  to expire at the 1997  Annual
Meeting of Stockholders and the initial term of office of the Class II directors
to expire at the 1998 Annual Meeting of  Stockholders.  Commencing with the 1997
Annual Meeting of  Stockholders,  directors  elected to succeed those  directors
whose  terms have  thereupon  expired  shall be elected  for a term of office to
expire at the second  succeeding  Annual  Meeting of  Stockholders  after  their
election (so that the term of office of one class of  Directors  shall expire in
each year), and upon the election and qualification of their successors.  If the
number of directors is changed,  any increase or decrease  shall be  apportioned
among the classes so as to maintain or attain, if possible,  the equality of the
number of directors in each class,  but in no case will a decrease in the number
of directors shorten the term of any incumbent director. If such equality is not
possible,  the increase or decrease  shall be  apportioned  among the classes in
such a way that the  difference  in the number of directors in the classes shall
not exceed one. Any Directors  elected by holders of any preferred  stock of the
Corporation  voting as a separate  class or series under any  provisions  of the
Certificate of  Incorporation  or Certificate of Designation  establishing  such
series shall be classified so that all additional Directors

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are so apportioned  among the classes as to make all the classes as nearly equal
in number as possible. Notwithstanding anything herein to the contrary, the term
of office of any Director elected by any holders of the Corporation's  preferred
stock voting as a separate  class or series  shall  terminate as provided in the
Certificate of  Incorporation  or Certificate of Designation  establishing  such
series, notwithstanding the fact that the term of the other members of any class
in which any such Director is included has not yet expired.

        Section 3. Place of Meetings.  Meetings of the Board of Directors  shall
be held at such place or places, within or without the State of Delaware, as the
Board of Directors  may from time to time  determine or as shall be specified in
the notice of any such meeting.

        Section 4. Annual  Meeting.  The Board of  Directors  shall meet for the
purpose of  organization,  the election of officers and the transaction of other
business,  as soon as practicable  after each annual meeting of stockholder,  on
the same day and at the same place  where  such  annual  meeting  shall be held.
Notice of such  meeting need not be given.  In the event such annual  meeting is
not so held,  the annual  meeting of the Board of Directors  may be held at such
other  time or place  (within  or  without  the State of  Delaware)  as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III.

        Section 5. Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such time and place as the Board of  Directors  may fix. If any
day fixed for a regular  meeting shall be a legal holiday at the place where the
meeting is to be held,  then the meeting  which would  otherwise be held on that
day shall be held at the same hour on the next  succeeding  business day. Notice
of  regular  meetings  of the  Board of  Directors  need not be given  except as
otherwise required by statute or these By-Laws.

        Section 6. Special Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board,  if one shall have been elected,  or
by two or more directors of the Corporation or by the President.

        Section 7. Notice of  Meetings.  Notice of each  special  meeting of the
Board of  Directors  (and of each  regular  meeting  for which  notice  shall be
required)  shall be given  by the  Secretary  as  hereinafter  provided  in this
Section 7, in which  notice  shall be stated the time and place of the  meeting.
Except as otherwise  required by these  By-Laws,  such notice need not state the
purposes of such meeting.  Notice of each such meeting shall be mailed,  postage
prepaid,  to each director,  addressed to him at his residence or usual place of
business,  by first class  mail,  at least two days before the day on which such
meeting  is to be  held,  or  shall be sent  addressed  to him at such  place by
telegraph,  cable, telex,  telecopier or other similar means, or be delivered to
him personally or be given to him by telephone or other similar means,  at least
twenty-four hours before the time at which such meeting is to be held. Notice of
any such  meeting  need  not be given to any  director  who  shall  attend  such
meeting,  except when he shall attend 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.

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        Section 8. Quorum and Manner of Action.  A majority of the entire  Board
of Directors  shall  constitute a quorum for the  transaction of business at any
meeting of the Board of Directors,  and, except as otherwise  expressly required
by statute or the Certificate of  Incorporation  or these By-Laws,  the act of a
majority  of the  directors  present at any meeting at which a quorum is present
shall be the act of the Board of  Directors.  In the  absence of a quorum at any
meeting of the Board of Directors,  a majority of the directors  present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to all of the directors unless such
time and place were announced at the meeting at which the adjournment was taken,
in which  case such  notice  shall only be given to the  directors  who were not
present  thereat.  At any  adjourned  meeting at which a quorum is present,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  called.  The directors  shall act only as a Board and the individual
directors shall have no power as such.

        Section 9. Organization.  At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected,  the President (or,
in his absence,  another director chosen by a majority of the directors present)
shall act as chairman of the meeting and preside  thereat.  The Secretary or, in
his absence,  any person appointed by the chairman shall act as secretary of the
meeting and keep the minutes thereof.

        Section 10. Resignations.  Any director of the Corporation may resign at
any time by giving written notice of his  resignation  to 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,  immediately upon
its  receipt.  Unless  otherwise  specified  therein,  the  acceptance  of  such
resignation shall not be necessary to make it effective.

        Section 11.  Vacancies.  Any vacancies in the Board of Directors for any
reason and any newly created  directorships  resulting by reason of any increase
in the number of directors may be filled only by the Board of Directors  (unless
there  are no  remaining  directors),  acting  by a  majority  of the  remaining
directors then in office, although less than a quorum;  provided,  however, that
if there are no directors then in office due to a vacancy the  stockholders  may
elect a successor,  and any directors so chosen shall hold office until the next
election of the class for which such  directors have been chosen and until their
successors are elected and qualified.

        Section 12. Removal of Directors.  Any director,  or the entire Board of
Directors,  may be removed from office at any time,  but only for cause and only
by the  affirmative  vote of the holders of at least 75% of the voting  power of
all of the shares of capital  stock of the  Corporation  then  entitled  to vote
generally in the election of directors, voting together as a single class.


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        Section 13. Compensation. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in their capacity as directors or otherwise.

        Section 14. Committees. The Board of Directors may, by resolution passed
by a  majority  of  the  entire  Board  of  Directors,  designate  one  or  more
committees,  including an executive committee,  each committee to consist of one
or  more of the  directors  of the  Corporation.  The  Board  of  Directors  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting of the committee.  In
addition,  in the absence or  disqualification  of a member of a committee,  the
member or members  thereof  present at any  meeting  are not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such absent or disqualified  member.  Each such committee shall serve at the
pleasure of the Board of Directors and have such name as may be determined  from
time to time by  resolution  adopted by the Board of Directors.  Each  committee
shall keep  regular  minutes of its meetings and report the same to the Board of
Directors.

        Except  to the  extent  restricted  by  statute  or the  Certificate  of
Incorporation,  any committee,  to the extent  provided in the resolution of the
Board of  Directors,  or in these  ByLaws,  shall have and may  exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers that may require it.

        Section 15. Action by Consent.  Unless  restricted by the Certificate of
Incorporation,  any action  required  or  permitted  to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in  writing,  and the  writing or  writings  are filed  with the  minutes of the
proceedings of the Board of Directors or such committee, as the case may be.

        Section 16. Telephonic Meeting.  Unless restricted by the Certificate of
Incorporation,  any  one or  more  members  of the  Board  of  Directors  or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons  participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

        Section 17. Contracts and Transactions Involving Directors.  No contract
or  transaction  between the  Corporation  and one or more of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the

                                      - 9 -

<PAGE>



contract or  transaction,  or solely because his, her or their votes are counted
for such purpose,  if: (1) the material facts as to his or her  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
Board of  Directors or the  committee,  and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested  directors,  even though the  disinterested  directors be less
than a  quorum;  or (2) the  material  facts  as to his or her  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
stockholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good  faith by vote of the  stockholders;  or (3) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved  or  ratified,  by the  Board of  Directors,  a  committee
thereof, or the stockholders.  Common or interested  directors may be counted in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                   ARTICLE IV
                                    Officers

        Section 1. Number and  Qualifications.  The officers of the  Corporation
shall be elected by the Board of Directors or the stockholders and shall include
the President, one or more Vice-Presidents,  the Secretary and the Treasurer. If
the Board of Directors  or the  stockholders  wish,  either may also elect as an
officer of the  Corporation a Chairman of the Board and may elect other officers
(including  one  or  more  Assistant   Treasurers  and  one  or  more  Assistant
Secretaries)  as  may  be  necessary  or  desirable  for  the  business  of  the
Corporation.  Any two or more  offices  may be held by the same  person,  and no
officer except the Chairman of the Board need be a director.  Each officer shall
hold  office  until his  successor  shall have been duly  elected and shall have
qualified,  or until his  death,  or until he shall have  resigned  or have been
removed, as hereinafter provided in these By-Laws.

        Section 2.  Resignations.  Any officer of the  Corporation may resign at
any time by giving written notice of his  resignation  to 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,  immediately
upon receipt.  Unless otherwise  specified  therein,  the acceptance of any such
resignation shall not be necessary to make it effective.

        Section 3.  Removal.  Any  officer of the  Corporation  may be  removed,
either  with or  without  cause,  at any time by the Board of  Directors  at any
meeting thereof.  Such removal shall be without prejudice to a person's contract
rights,  if any, but the election as an officer of the Corporation  shall not of
itself create contract rights.

        Section 4.  Chairman of the Board.  The  Chairman  of the Board,  if one
shall  have been  elected,  shall be a member of the  Board,  an  officer of the
Corporation  and,  if  present,  shall  preside at each  meeting of the Board of
Directors or the  stockholders.  He shall advise and counsel with the President,
and in the  President's  absence (or if  designated by the Board of Directors as
the co-chief executive officer of the Corporation with the President) with other

                                     - 10 -

<PAGE>



executives of the  Corporation,  and shall perform such other duties as may from
time to time be assigned  to him by the Board of  Directors,  including  but not
limited to those of co-chief executive officer.


        Section 5. The  President.  The President  shall be the chief  executive
officer of the Corporation (or, if so designated by the Board of Directors,  the
co-chief  executive officer with the Chairman).  He shall, in the absence of the
Chairman of the Board or if a Chairman of the Board shall not have been elected,
preside at each meeting of the Board of Directors or the stockholders.  He shall
have general charge of the business affairs of the Corporation. He may employ or
discharge  employees  and  agents of the  Corporation,  except  such as shall be
appointed by the Board of  Directors,  and he or she may delegate  these powers.
The Board of  Directors by  resolution  from time to time may confer like powers
upon any other person or persons.  He shall have the power to appoint any person
to the office of Assistant Secretary of the Corporation, without approval by the
Board of  Directors or  Assistant  Treasurer as he shall  determine to be in the
best interests of the Corporation. The President shall perform such other duties
incident to the office of President  and chief  executive  officer and any other
duties as may from time to time be assigned to him by the Board of Directors.

        Section 6.  Vice-President.  Each Vice-President  shall perform all such
duties as from time to time may be assigned to him by the Board of  Directors or
the President. At the request of the President or in his absence or in the event
of his  inability  or refusal to act, the  Vice-President,  or if there shall be
more than one,  the  Vice-Presidents  in the  order  determined  by the Board of
Directors (or if there be no such determination, then the Vice-Presidents in the
order of their election),  shall perform the duties of the President,  and, when
so acting,  shall have the powers of and be subject to the  restrictions  placed
upon the President in respect of the performance of such duties.

        Section 7. Treasurer. The Treasurer shall:

        (a)     have  charge and  custody of, and be  responsible  for,  all the
funds and securities of the Corporation;

        (b)     keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;

        (c)     deposit  all  moneys  and other  valuables  to the credit of the
Corporation in such  depositories as may be designated by the Board of Directors
or pursuant to its direction;

        (d)     receive,  and give receipts  for,  moneys due and payable to the
Corporation from any source whatsoever;


                                     - 11 -

<PAGE>



        (e)     disburse  the  funds  of  the   Corporation  and  supervise  the
investments of its funds, taking proper vouchers therefor;

        (f)     render  to  the  Board  of  Directors,  whenever  the  Board  of
Directors may require, an account of the financial condition of the Corporation;
and

        (g)     in  general,  perform  all  duties  incident  to the  office  of
Treasurer  and such other  duties as from time to time may be assigned to him by
the Board of Directors.

        Section 8. Secretary. The Secretary shall:

        (a)     keep or cause to be kept in one or more books  provided  for the
purpose,  the minutes of all meetings of the Board of Directors,  the committees
of the Board of Directors and the stockholders;

        (b)     see  that all  notices  are duly  given in  accordance  with the
provisions of these By-Laws and as required by law;

        (c)     be custodian of the records and the seal of the  Corporation and
affix and attest  the seal to all  certificates  for  shares of the  Corporation
(unless the seal of the Corporation on such  certificates  shall be a facsimile,
as hereinafter provided) and affix and attest the seal to all other documents to
be executed on behalf of the Corporation under its seal;

        (d)     see that the books, reports, statements,  certificates and other
documents and records required by law to be kept and filed are properly kept and
filed; and

        (e)     in  general,  perform  all  duties  incident  to the  office  of
Secretary  and such other  duties as from time to time may be assigned to him by
the Board of Directors.

        Section 9. The Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the  Assistant  Treasurers  in the order  determined  by
either  the  President  or the  Board  of  Directors  (or if  there  be no  such
determination, then in the order of their election), shall, in the absence or of
the  Treasurer or in the event of his  inability or refusal to act,  perform the
duties and exercise  the powers of the  Treasurer  and shall  perform such other
duties as from time to time may be  assigned  by the  President  or the Board of
Directors.

        Section 10. The  Assistant  Secretary.  The Assistant  Secretary,  or if
there be more than one, the  Assistant  Secretaries  in the order  determined by
either  the  President  or the  Board  of  Directors  (or if  there  be no  such
determination,  then in the order of their  election),  shall, in the absence of
the  Secretary or in the event of his  inability or refusal to act,  perform the
duties and exercise  the powers of the  Secretary  and shall  perform such other
duties as from time to time may be  assigned  by the  President  or the Board of
Directors.


                                     - 12 -

<PAGE>



        Section 11.  Delegation of Duties. In case of the absence of any officer
of the Corporation, or for any other reason that the Board of Directors may deem
sufficient,  the Board of Directors  may confer for the time being the powers or
duties,  or any of them,  of such  officer  upon any other  officer  or upon any
directors.

        Section 12. Officers' Bonds or Other Security.  If required by the Board
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of this duties, in such amount and with such surety
as the Board of Directors may require.

        Section  13.  Compensation.  The  compensation  of the  Officers  of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors.  An Officer of the Corporation shall not be prevented
from receiving  compensation by reason of the fact that he is also a director of
the Corporation.

        Section 14. Loans to Officers and Employees;  Guaranty of Obligations of
Officers and  Employees.  The  Corporation  may lend money to, or guarantee  any
obligation  of,  or  otherwise  assist  any  officer  or other  employee  of the
Corporation  or any  subsidiary,  including  any  officer or  employee  who is a
director of the Corporation or any subsidiary,  whenever, in the judgment of the
directors, such loan, guaranty or other assistance may reasonably be expected to
benefit the Corporation.  The loan,  guaranty or other assistance may be with or
without interest,  and may be unsecured,  or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.


                                    ARTICLE V
                      Stock Certificates and Their Transfer

        Section 1. Stock Certificates.  Every holder of stock in the Corporation
shall  be  entitled  to have a  certificate,  signed  by,  or in the name of the
Corporation  by, the Chairman of the Board or the President or a  Vice-President
and by the Treasurer or an  Assistant-Treasurer or the Secretary or an Assistant
Secretary of the  Corporation,  certifying  the number of shares owned by him in
the Corporation.  If the Corporation  shall be authorized to issue more than one
class  of  stock  or more  than  one  series  of any  class,  the  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof and the  qualifications,  limitations  or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the certificate  which the  Corporation  shall
issue to represent  such class or series of stock,  or in lieu of the foregoing,
such  certificate  shall contain a statement that the  Corporation  will furnish
without charge to each stockholder who so requests the designations, preferences
and relative,  participating,  optional or other special rights of each class of
stock or series hereof and the  qualifications,  limitations or  restrictions of
such preferences and/or rights.


                                     - 13 -

<PAGE>



        Section  2.  Facsimile  Signatures.  Any of or all the  signatures  on a
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

        Section 3. Lost  Certificates.  The Board of Directors  may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the Corporation  alleged to have been lost,
stolen,  or  destroyed.  When  authorizing  such issue of a new  certificate  or
certificates,  the Board of Directors  may, in its discretion and as a condition
precedent to the issuance  thereof,  require the owner of such lost,  stolen, or
destroyed certificate or certificates, or his legal representative,  to give the
Corporation  a bond in such sum as it may  direct  sufficient  to  indemnify  it
against  any claim that may be made  against the  Corporation  on account of the
alleged loss,  theft or destruction  of any such  certificate or the issuance of
such new certificate.

        Section 4. Transfers of Stock.  Upon surrender to the Corporation or the
transfer agent of the  Corporation of a certificate  for shares duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its records;  provided,  however, that the Corporation shall be
entitled to recognize and enforce any lawful  restriction on transfer.  Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the  certificates are
presented  to  the  Corporation  for  transfer,  both  the  transferor  and  the
transferee request the Corporation to do so.

        Section 5. Transfer  Agents and  Registrars.  The Board of Directors may
appoint,  or authorize any officer or officers to appoint,  one or more transfer
agents and one or more registrars.

        Section 6. Regulations.  The Board of Directors may make such additional
rules and  regulations,  not  inconsistent  with these  By-Laws,  as it may deem
expedient  concerning the issue,  transfer and  registration of certificates for
shares of stock of the Corporation.

        Section 7. Fixing the 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 to express  consent to corporate
action in  writing  without a meeting,  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 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 of Directors 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 action. A determination of

                                     - 14 -

<PAGE>



stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

        If no record  date is fixed by the Board of  Directors,  (1) the  record
date for determining  stockholders entitled to notice of or to vote at a meeting
stockholders  shall be at the close of  business on the day next  preceding  the
date on which  notice  is given,  or,  if  notice is waived by all  stockholders
entitled  to vote at the  meeting,  at the  close  of  business  on the day next
preceding  the day on  which  the  meeting  is  held,  (2) the  record  date for
determining  stockholders  entitled to express  consent to  corporate  action in
writing  without a meeting,  when no prior  action by the Board of  Directors is
necessary,  shall be at the  close of  business  on the day on which  the  first
written  consent is expressed  by the filing  thereof  with the  Corporation  as
provided  in  Section  1.9 of  these  By-Laws,  and  (3)  the  record  date  for
determining stockholders for any other purpose shall be at the close of business
of the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.

        A  determination  of  stockholders of record entitled to notice of or to
vote at a meeting of stockholder  shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

        Section 8. 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 Delaware.


                                   ARTICLE VI
                    Indemnification of Directors and Officers

        Section 1. 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
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,  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

                                     - 15 -

<PAGE>



action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendre  or its  equivalent,  shall  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
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.

        Section 2.  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,  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
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 and except 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 for  negligence or misconduct in the  performance  of
his duty 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.

        Section 3.  Indemnification  in  Certain  Cases.  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  Sections 1 and 2 of this  Article  VI, 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.

        Section 4. Procedure. Any indemnification under Sections 1 and 2 of this
Article VI (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 such Sections 1 and 2.
Such  determination  shall be made (a) by the Board of  Directors  by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (b) if such a quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

        Section 5. Advances for Expenses. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an  undertaking by or on
behalf of the director, officer, employee or

                                     - 16 -

<PAGE>



agent to repay such amount unless it shall be ultimately  determined  that he is
entitled to be indemnified by the Corporation as authorized in this Article VI.

        Section 6. Rights Not Exclusive.  The  indemnification  provided by this
Article  VI shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any 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,  and shall  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.

        Section 7. Insurance.  The Corporation  shall have power to 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 this Article VI.

        Section 8. Definition of  Corporation.  For the purposes of this Article
VI,  references  to  "the  Corporation"  include  all  constituent  corporations
absorbed in a  consolidation  or merger as well as the  resulting  or  surviving
corporation so that any person who is or was a, director,  officer,  employee or
agent of such a 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 VI with
respect to the resulting or surviving  corporation  as he would if he had served
the resulting or surviving corporation in the same capacity.

        Section 9.  Definitions.  For purposes of this Article VI, references to
"other enterprises" shall include employee benefit plans;  references to "fines"
shall include any excise taxes  assessed on a person with respect to an employee
benefit  plan;  and  references  to "serving at the request of the  corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
corporation  which imposes  duties on, or involves  services 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 VI.


                                   ARTICLE VII
                               General Provisions

        Section 1.  Dividends.  Subject  to the  provisions  of statute  and the
Certificate of Incorporation,  dividends upon the shares of capital stock of the
Corporation may be declared by

                                     - 17 -

<PAGE>



the Board of Directors at any regular or special meeting.  Dividends may be paid
in cash, in property or in shares of stock of the Corporation,  unless otherwise
provided by statute or the Certificate of Incorporation.

        Section 2. Reserves.  Before  payment of any dividend,  there may be set
aside out of any funds of the  Corporation  available for dividends  such sum or
sums as the  Board  of'  Directors  may,  from  time to  time,  in its  absolute
discretion, think proper as a reserve or reserves to meet contingencies,  or for
equalizing  dividends,  or for  repairing  or  maintaining  any  property of the
Corporation  or for such  other  purpose  as the  Board of  Directors  may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.

        Section 3. Seal.  The seal of the  Corporation  shall be in such form as
shall be approved by the Board of Directors.

        Section 4.  Fiscal  Year.  The fiscal year of the  Corporation  shall be
fixed, and once fixed, may thereafter be changed,  by resolution of the Board of
Directors.

        Section 5. Checks,  Notes,  Drafts,  Etc. All checks,  notes,  drafts or
other  orders  for the  payment  of money of the  Corporation  shall be  signed,
endorsed or accepted in the name of the  Corporation by such officer,  officers,
person  or  persons  as from  time to time  may be  designated  by the  Board of
Directors or by an officer or officers  authorized  by the Board of Directors to
make such designation.

        Section 6.  Execution of Contracts,  Deeds,  Etc. The Board of Directors
may  authorize  any  officer or  officers,  agent or agents,  in the name and on
behalf of the  Corporation,  to enter into or execute  and  deliver  any and all
deeds,  bonds,  mortgages,  contracts and other obligations or instruments,  and
such authority may be general or confined to specific instances.

        Section  7.  Voting  of Stock in Other  Corporations.  Unless  otherwise
provided by resolution  of the Board of Directors,  the Chairman of the Board or
the President or the  Secretary,  from time to time,  may (or may appoint one or
more attorneys or agents and delegate to them the powers  requisite to) cast the
votes  which  the  Corporation  may be  entitled  to  cast as a  shareholder  or
otherwise in any other  corporation,  or may execute any  stockholders' or other
consents in respect  thereof,  any of whose shares or securities  may be held by
the Corporation, at meetings of the holders of the shares or other securities of
such  other  corporation.  In the event  one or more  attorneys  or  agents  are
appointed,  the  Chairman of the Board or the  President  or the  Secretary  may
instruct  the person or persons so  appointed  as to the manner of casting  such
votes or giving such consent.  The Chairman of the Board or the President or the
Secretary may, or may instruct the attorneys or agents  appointed to, execute or
cause to be executed in the name and on behalf of the  Corporation and under its
seal or otherwise, such written proxies,  consents, waivers or other instruments
as may be necessary or proper in the circumstances.


                                     - 18 -

<PAGE>



                                  ARTICLE VIII
                                   Amendments

        These  By-Laws may be amended or  repealed or new bylaws  adopted (a) by
action of the  stockholders  entitled  to vote  thereon at any annual or special
meeting of stockholders or (b) if the Certificate of  Incorporation so provides,
by action of the Board of Directors at a regular or special meeting thereof. Any
by-law  made by the Board of  Directors  may be amended or repealed by action of
the   stockholders   at  any   annual  or  special   meeting  of   stockholders.
Notwithstanding  the foregoing,  in addition to any  requirements of the General
Corporation  Law of  Delaware  (and  notwithstanding  the  fact  that  a  lesser
percentage  may be specified by the General  Corporation  Law of Delaware),  the
affirmative  vote of the  holders of at least 75% of the voting  power of all of
the shares of capital stock of the  Corporation  then entitled to vote generally
in the  election  of  directors,  voting  together as a single  class,  shall be
required for the stockholders of the Corporation to amend, alter,  change, adopt
or repeal  Article  Eleventh,  Article  Twelfth  or  Article  Thirteenth  of the
Certificate of Incorporation.


                                   ARTICLE IX
                                Emergency By-Laws

        Section 1. Emergency  By-Laws.  The Emergency  By-Laws  provided in this
Section  9.1 shall be  operative  during  any  emergency  in the  conduct of the
business of the corporation  resulting from an attack on the United States or on
a locality in which the corporation  conducts its business or customarily  holds
meetings of its Board of Directors or its stockholders, or during any nuclear or
atomic disaster,  or during the existence of any  catastrophe,  or other similar
emergency condition,  as a result of which a quorum of the Board of Directors or
a  standing   committee   thereof   cannot   readily  be  convened   for  action
notwithstanding  any  different  provision  in the  preceding  By-Laws or in the
Certificate of Incorporation or in the law. To the extent not inconsistent  with
the provisions of this Section,  the By-Laws of the Corporation  shall remain in
effect during any emergency and upon its termination the Emergency By-Laws shall
cease to be operative.  Any amendments of these  Emergency  By-Laws may make any
further or different  provision  that may be  practical  and  necessary  for the
circumstances of the emergency.

        During any such emergency:  (A) A meeting of the Board of Directors or a
committee  thereof may be called by any officer or director of the  Corporation.
Notice of the time and place of the meeting shall be given by the person calling
the  meeting  to such of the  directors  as it may be  feasible  to reach by any
available  means of  communication.  Such notice  shall be given at such time in
advance of the  meeting as  circumstances  permit in the  judgment of the person
calling the meeting;  (B) The director or directors in attendance at the meeting
shall  constitute a quorum;  (C) The officers or other  persons  designated on a
list approved by the Board of Directors before the emergency,  all in such order
of  priority  and  subject to such  conditions  and for such period of time (not
longer than reasonably  necessary after the termination of the emergency) as may
be provided in the resolution  approving the list, shall, to the extent required
to provide a quorum at any

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meeting of the Board of Directors, be deemed directors for such meeting; (D) The
Board of Directors, either before or during any such emergency, may provide, and
from time to time  modify,  lines of  succession  in the event that  during such
emergency any or all officers or agents of the Corporation  shall for any reason
be rendered  incapable of discharging their duties;  (E) The Board of Directors,
either before or during any such  emergency,  may,  effective in the  emergency,
change the head office or designate several alternative head offices or regional
offices,  or authorize the officers to do so; and (F) To the extent  required to
constitute  a quorum at any  meeting of the Board of  Directors  during  such an
emergency,  the officers of the Corporation who are present shall be deemed,  in
order of rank and within the same rank in order of seniority, directors for such
meeting.

        No officer, director or employee acting in accordance with any Emergency
By-Laws shall be liable except for willful misconduct.

        These Emergency  By-Laws shall be subject to repeal or change by further
action of the Board of Directors or by action of the stockholders.


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