As Amended 7/29/98

                                                              Exhibit 3(ii)
                                     BY-LAWS

                                       OF

                            ORION CAPITAL CORPORATION
                            (a Delaware corporation)

                                   ARTICLE I.

                                     Offices

     Section 1.  REGISTERED  OFFICE.  The registered  office of the  Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. OTHER  OFFICES.  The  Corporation  may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II.

                            Meetings of Stockholders

     Section 1. PLACE OF  MEETINGS.  Meetings of  stockholders  shall be held at
such time and such place,  within or without the State of Delaware,  as shall be
stated in the notice of the meeting or a duly executed waiver of notice thereof.

     Section 2. ANNUAL  MEETINGS.  The annual meeting of  stockholders  shall be
held at such date and time as shall be designated from time to time by the Board
of  Directors  and  stated in the  notice of the  meeting,  for the  purpose  of
electing a Board of Directors, and for the transaction of such other business as
may properly be brought before the meeting.

         Section 3. SPECIAL MEETINGS. Special meetings of the stockholders,  for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Restated  Certificate  of  Incorporation,  may be called by the  Chairman of the
Board  and  shall be called by the  Chairman  of the Board or  Secretary  at the
request in writing of a majority of the Board of  Directors.  Such request shall
state  the  purpose  or  purposes  of the  proposed  meeting,  and the  business
transacted at any such special meeting of  stockholders  shall be limited to the
purposes set forth in the notice.

         Section 4. NOMINATIONS; INTRODUCTION OF BUSINESS AT A MEETING OF
                    STOCKHOLDERS.

         (a) Only persons who are  nominated in accordance  with the  procedures
set forth in these By-Laws shall be eligible to serve as directors.  Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a  meeting  of  stockholders  (i) by or at the  direction  of  the  Board  of
Directors or (ii) by any  stockholder of the Corporation who is a stockholder of
record at the time of giving of notice  provided for in this Section  4(a),  who
shall be entitled to vote for the  election of  directors at the meeting and who
complies  with the  notice  procedures  set  forth in this  Section  4(a).  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
Directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Corporation.  To be timely, a stockholder's  notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not

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less than sixty (60) days nor more than ninety  (90) days prior to the  meeting,
regardless of any  postponement,  deferral or  adjournment  of that meeting to a
later date;  provided,  however,  that in the event that less than  seventy (70)
days' notice or public disclosure of the date of the meeting is given or made to
stockholders,  notice by the  stockholder  to be timely must be so received  not
later than the close of business on the 10th day following the day on which such
notice of the date of the  meeting  or such  public  disclosure  was made.  Such
stockholder's  notice shall contain the written consent of each proposed nominee
to serve as a director  if so elected  and shall set forth (i) as to each person
whom the  stockholder  proposes to nominate  for  election  or  reelection  as a
director and as to each person,  acting alone or in conjunction with one or more
other persons as a partnership,  limited partnership,  syndicate or other group,
who  participates  or is expected to participate in making such nomination or in
organizing, directing or financing such nomination or solicitation of proxies to
vote for the nominee (w) the name, age, residence address,  and business address
of each proposed nominee and of each such person;  (x) the principal  occupation
or employment,  and the name, type of business and address of the corporation or
other  organization  in which such  employment  is carried on, of each  proposed
nominee  and of each such  person;  (y) the  amount of stock of the  Corporation
owned beneficially,  either directly or indirectly, by each proposed nominee and
each such person;  and (z) a description of any arrangement or  understanding of
each  proposed  nominee  and of each such  person  with each  other or any other
person  regarding  future  employment  or any  future  transaction  to which the
Corporation  will or may be a party,  and (ii) as to the stockholder  giving the
notice (x) the name and address,  as they appear on the Corporation's  books, of
such stockholder and (y) the class and number of shares of the Corporation which
are  beneficially  owned by such  stockholder.  At the  request  of the Board of
Directors,  any person  nominated  by the Board of  Directors  for election as a
director  shall furnish to the  Secretary of the  Corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the nominee.  Subject to the rights of holders of preferred  stock, no person
shall be eligible to serve as a director of the Corporation  unless nominated in
accordance  with the  procedures  set forth in the By-Laws.  The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination  was not made in  accordance  with the  procedures  prescribed by the
By-Laws,  and if he should so determine,  he shall so declare to the meeting and
the defective  nomination  shall be disregarded.  Notwithstanding  the foregoing
provisions  of this  Section  4(a),  a  stockholder  shall also  comply with all
applicable  requirements of the Securities Exchange Act of 1934, as amended, and
the rules and  regulations  thereunder  with respect to the matters set forth in
this Section.

         (b) At an annual meeting of the stockholders,  only such business shall
be conducted as shall have been brought  before the annual  meeting (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this Section 4(b),  who shall be entitled to vote at such annual
meeting and who complies with the notice of procedures set forth in this Section
4(b).  For  business  to be  properly  brought  before  an annual  meeting  by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a stockholder's  notice must be
delivered 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 annual meeting,  regardless of any postponement,  deferral or adjournment
of that meeting to a later date; provided,  however, that in the event that less
than seventy (70) days'  notice or prior  public  disclosure  of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to be
timely  must be  received  no later than the close of  business  on the 10th day
following  the day on which such  notice of the date of the annual  meeting  was
mailed  or such  public  disclosure  was  made.  A  stockholder's  notice to the
Secretary  shall set forth as to each matter the  stockholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the  name  and  address,  as they  appear  on the

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Corporation's books, of the stockholder proposing such business, (iii) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
stockholder and (iv) any material  interest of the stockholder in such business.
Notwithstanding  anything in the By-Laws to the contrary,  no business  shall be
conducted at the  stockholder  meeting except in accordance  with the procedures
set forth in this section  4(b).The  chairman of the meeting shall, if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought before the meeting and in accordance with the provisions of the By-Laws,
and if he should so  determine,  he shall so declare to the meeting and any such
business  not  properly  brought  before the  meeting  shall not be  transacted.
Notwithstanding  the  foregoing  provisions  of this Section 4(b), a stockholder
shall also comply with all applicable  requirements  of the Securities  Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder with respect
to the matters set forth in this Section.

         Section 5.  STOCKHOLDER  LISTS. The officer who has charge of the stock
ledger of the Corporation  shall prepare and make, at least ten (10) days before
every 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  examination  of any  stockholder,  for any  purpose  germane  to the
meeting,  during ordinary  business  hours,  for a period not less than ten (10)
days prior to the  meeting,  either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting,  or,
if not so  specified,  at the place  where the  meeting is to be held.  The list
shall be produced  and kept at the time and place of  election  during the whole
time thereof and may be inspected by any stockholder who is present.

         Section 6.  QUORUM AND  ADJOURNMENT.  The  holders of a majority of the
stock issued and outstanding and entitled to vote thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders  for the  transaction of business  except as otherwise  provided by
statute or by the Restated  Certificate  of  Incorporation.  If,  however,  such
quorum shall not be present or represented  at any meeting of the  stockholders,
the stockholders  entitled to vote thereat,  present in person or represented by
proxy, shall have 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.  At such adjourned  meeting,  at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally  noticed.  If the  adjournment is for more than thirty
(30) days, or if after the  adjournment a new date is set for the  determination
of the stockholders  entitled to vote at the adjourned  meeting, a notice of the
adjourned  meeting shall be given to each stockholder of record entitled to vote
at the meeting.

         Section 7.  VOTING.  When a quorum is present  at any  meeting,  in all
matters  other than the  election  of  Directors,  the vote of the  holders of a
majority of the stock having  voting power present in person or  represented  by
proxy,  and  entitled to vote,  shall decide any  question  brought  before such
meeting,  or unless  the  question  is one upon which by  express  provision  of
statute  or the  Restated  Certificate  of  Incorporation  a  different  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such  question.  Directors  shall be elected by a  plurality  of the
votes of the shares  present in person or  represented  by proxy at such meeting
and entitled to vote on the election of directors.

         Section 8. VOTING AND PROXIES.  At all meetings of stockholders,  every
stockholder  having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing  subscribed by such  stockholder and
bearing a date not more than one (1) year  prior to said  meeting,  unless  said
instrument shall provide for a longer period. Each stockholder  entitled to vote

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at such meeting shall have one vote for each share of stock entitled to vote and
registered  in his name on the books of the  Corporation.  Except as provided by
statute, the vote at any meeting of stockholders need not be by ballot unless so
directed by the chairman of the meeting.

     Section 9. STOCK  LEDGER.  The original or duplicate  stock ledger shall be
the only  evidence as to who are the  stockholders  entitled to examine the list
required  under  Article  II,  Section  5 of these  By-Laws  or the books of the
Corporation,  or  to  vote  in  person  or  by  proxy  at  any  meeting  of  the
stockholders.

     Section  10.  NOTICE.  Written  or  printed  notice of each  meeting of the
stockholders, whether annual or special, stating the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes thereof,
shall be given to each stockholder of record of the Corporation entitled to vote
at such meeting,  either personally by mail, not less than ten (10) days or more
than sixty (60) days prior to the meeting.



         Section 11.  RECORD DATE.

         (a) 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,  the Board of Directors may fix a record date, which shall
not  precede the date such record date is fixed and shall not be more than sixty
(60) days nor less than ten (10) days  before  the date of such  meeting.  If no
record date is fixed, the record date for determining  stockholders  entitled to
notice of or to vote at a meeting of stockholders shall be the close of business
on the day next preceding the day on which notice is given. A  determination  of
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.

         (b) In order  that  the  Corporation  may  determine  the  stockholders
entitled to consent to corporate action in writing without a meeting,  the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which  date  shall not be more than ten (10) days after the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorized
or take  corporate  action by written  consent  shall,  by written notice to the
Secretary,  request the Board of Directors  to fix a record  date.  The Board of
Directors shall promptly,  but in all events within ten (10) days after the date
on which such a request is received,  adopt a resolution fixing the record date.
If no record date has been fixed by the Board of Directors  within ten (10) days
of the date on which such a request is received, the record date for determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting,  when no  prior  action  by the  Board  of  Directors  is  required  by
applicable  law,  shall be the first date  thereafter on which a signed  written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  Corporation by delivery to its registered  office in the State of Delaware,
its  principal  place of  business,  or an officer  or agent of the  Corporation
having custody of the book in which  proceedings of  stockholders'  meetings are
recorded,  to the attention of the Secretary of the Corporation.  Delivery shall
be by hand or by certified or registered mail, return receipt  requested.  If no
record  date has been fixed by the Board of  Directors  and prior  action by the

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Board  of  Directors  is  required  by  applicable  law,  the  record  date  for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a meeting  shall be at the  close of  business  on the date on which the
Board of Directors adopts the resolution taking such prior action.

         Section 12. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. In the event of
the delivery to the Corporation of a written  consent or consents  purporting to
authorize or take corporate action and/or related revocations (each such written
consent  and any  revocation  thereof  is  referred  to in this  Section 12 as a
"Consent"),  the Secretary of the Corporation  shall provide for the safekeeping
of such  Consents  and  shall as soon as  practicable  thereafter  conduct  such
reasonable  investigation  as he or she deems  necessary or appropriate  for the
purpose of ascertaining  the validity of such Consents and all matters  incident
thereto, including, without limitation, whether the holders of shares having the
requisite voting power to authorize or take the action specified in the Consents
have given consent; provided, however, that if the corporate action to which the
Consents  relate is the removal or election of one or more  members of the Board
of Directors,  the Secretary of the Corporation  shall designate an independent,
qualified  inspector  with  respect to such  Consents and such  inspector  shall
discharge the functions of the Secretary of the  Corporation  under this Section
12. If after such  investigation the Secretary or the inspector (as the case may
be) shall determine that any action  purportedly taken by such Consents has been
validly  taken,  that fact shall be certified on the records of the  Corporation
kept  for  the  purpose  of  recording  the   proceedings  of  meetings  of  the
stockholders  and the Consents  shall be filed with such records.  In conducting
the  investigation  required by this Section 12, the  Secretary or the inspector
may, at the expense of the  Corporation,  retain to assist  them  special  legal
counsel and any other necessary or appropriate  professional  advisors, and such
other personnel as they may deem necessary or appropriate.

                                  ARTICLE III.

                                    Directors

     Section 1. NUMBER AND  QUALIFICATION OF DIRECTORS.  The number of directors
which shall  constitute the whole Board shall not be less than five (5) nor more
than fifteen (15). The exact number shall be that number  specified from time to
time by duly adopted resolutions of the Board. The directors shall be elected at
the annual meeting of the stockholders,  except as provided in Section 2 of this
Article III, and each  director  shall hold office until his or her successor is
duly elected and qualified or until his or her earlier  resignation  or removal.
No individual  may run for election or reelection to the Board or be appointed a
director from and after the date he or she reaches 70 years of age.

     Section 2. VACANCIES AND NEWLY CREATED  DIRECTORSHIPS.  Vacancies caused by
death,  resignation,  removal  or  otherwise,  and newly  created  directorships
resulting from any increase in the authorized  number of directors may be filled
by a majority of the directors then in office,  though less than a quorum, or by
the  stockholders  of the  Corporation  and each  director so chosen  shall hold
office  until  the next  annual  election  of  directors  and  until  his or her
successor is duly elected and qualified or until his or her earlier  resignation
or removal.

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     Section 3. POWERS.  The business of the Corporation  shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the  Corporation and do all such lawful acts and things as are not by statute
or by the Restated  Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.

     Section 4. PLACE OF MEETINGS. The Board of Directors of the Corporation may
hold  meetings,  both  regular  and  special,  within  or  without  the State of
Delaware.

         Section 5. ORGANIZATIONAL  MEETING. The organizational  meeting of each
newly  elected  Board of Directors  shall be held  immediately  after the annual
meeting of  stockholders or at such time and place as shall be designated by the
Chairman  of  the  Board  or as may  otherwise  be  fixed  by  the  vote  of the
stockholders at the annual meeting and if such meeting is held immediately after
the annual meeting of  stockholders or if a majority of the whole Board shall be
present,  no notice of such  meeting  shall be  necessary  to the newly  elected
directors in order legally to constitute the meeting  provided a quorum shall be
present;  or they may meet at such  time and  place as shall be  specified  in a
notice  given as  hereinafter  provided  for  special  meetings  of the Board of
Directors  or as shall be  specified  in a written  waiver  signed by all of the
directors.

     Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board.

         Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may, at any time and for any purpose  permitted by law,  either be called by the
Chairman of the Board or by the Secretary if the  Secretary  shall have received
written request therefor from any two directors, which meetings shall be held at
the time and place  designated  by the person or persons  calling  the  meeting.
Notice of the time,  place and  purpose  of such  meeting  shall be given to the
directors  by the  Secretary,  or in  case  of his or her  absence,  refusal  or
inability to act, by any other officer. Any such notice may be given by mail, by
telegraph,  by  telephone,  by  personal  service  or any  means  thereby  as to
different directors. If the notice is by mail, then it shall be deposited in the
mail at least forty-eight hours before the time of the meeting;  if by telegram,
by delivery of the message to the  telegraph  company at least twelve (12) hours
before the time of the meeting;  if by telephone or personal  service,  at least
twelve (12) hours before the time of the meeting.

         Section  8.  QUORUM.  At all  meetings  of the  Board of  Directors,  a
majority of the whole Board shall  constitute  a quorum for the  transaction  of
business,  and the act of a majority of the directors  present at any meeting at
which there is a quorum  shall be the act of the Board of  Directors,  except as
may be otherwise specifically provided by statute or by the Restated Certificate
of Incorporation or by these By-Laws.  Any meeting of the Board of Directors may
be adjourned to meet again at a stated time and place.  If a quorum shall not be
present at any meeting of the Board of  Directors,  a majority of the  directors
present thereat may adjourn the meeting from time to time,  without notice other
than announcement at the meeting, until a quorum shall be present.

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     Section 9. ACTION  WITHOUT A MEETING.  Unless  otherwise  restricted by the
Restated  Certificate of Incorporation or these By-Laws,  any action required or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee thereof may be taken without a meeting, if all members of the Board or
of such  committee,  as the case may be,  consent  thereto in  writing,  and the
writing or writings  are filed with the minutes of  proceedings  of the Board or
committee.

     Section 10. MEETINGS BY CONFERENCE  TELEPHONE.  Unless otherwise restricted
by the Restated  Certificate of Incorporation  or these By-Laws,  members of the
Board of Directors or any committee thereof may participate in a meeting of such
Board or 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 in this manner  shall  constitute
presence in person at such meeting.

         Section  11.  COMMITTEES.  There are hereby  established  an  Executive
Committee,  an Audit and  Information  Services  Committee,  a Compensation  and
Nomination Committee and a Finance and Investment Committee, each of which shall
have the powers and  functions  set forth in the  following  paragraphs  of this
Section 11 and such additional  powers as may be delegated to it by the Board of
Directors. The Board of Directors may, by resolution passed by a majority of the
whole Board,  establish one or more  additional  standing  committees or special
committees of the Board of Directors.  Each  committee of the Board of Directors
shall have such powers and  functions  as may be delegated to it by the Board of
Directors,  except as limited  by the  General  Corporation  Law of the State of
Delaware.  The Board of Directors  may abolish any committee  established  by or
pursuant to this Section 11 as it may deem advisable.  Each such committee shall
consist of three or more members, the exact number to be determined from time to
time by the Board of Directors.  Designation  of members of each such  committee
shall be made by the Board of  Directors.  The Board may also  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 the  absence or
disqualification  of any member of any such committee or committees,  the member
or members  thereof  present at any meeting and not  disqualified  from  voting,
whether or not he or she 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  committee  shall keep  regular
minutes  of its  meetings  and report  the same to the Board of  Directors  when
required.

         The Executive Committee, during intervals between meetings of the Board
of  Directors,  shall  have  and may  exercise,  in the  best  interests  of the
Corporation,  all of the powers of the Board of Directors in the  management and
control of the  business  of the  Corporation,  except as limited by the General
Corporation  Law of the State of  Delaware  and except  with  respect to matters
within  the  powers  of  the  Audit  and  Information  Services  Committee,  the
Compensation and Nomination Committee or the Investment Committee. The powers of

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the Executive  Committee shall be exercised in a manner which is consistent with
any  specific  directions  of the Board of  Directors  as to the  conduct of the
Corporation's  affairs.  All action taken by the  Executive  Committee  shall be
reported to the Board of Directors  at the next  meeting of the Board  following
the Executive Committee meeting at which such action was taken.

         The Audit and Information Services Committee, a majority of which shall
not  be  employees  of the  Corporation,  shall  confer  periodically  with  the
Corporation's  independent  accountants  in  respect of the  preparation  of the
Corporation's  financial  statements  and the  maintenance  of proper  financial
records and controls,  shall make such recommendations to the Board of Directors
with respect thereto as it shall deem advisable and shall bring to the attention
of the Board of Directors the criticisms and recommendations of such independent
accountants.  The  Audit  and  Information  Services  Committee  shall  also  be
empowered  to  periodically  review the  adequacy,  accuracy and security of the
Corporation's  data  processing  and  information  systems  and  establish  such
standards and procedures  with respect  thereto as the Committee deems necessary
and appropriate.  The Audit Committee and Information  Services  Committee shall
also  perform  such other  functions  as may be  delegated to it by the Board of
Directors.

         The  Compensation  and Nomination  Committee shall consist  entirely of
members who are not officers or employees of the  Corporation.  The Compensation
and  Nomination  Committee  shall be empowered to review the amount and terms of
compensation paid to the principal  executive officers of the Corporation and to
the  principal  executive  officers of the  Corporation's  subsidiaries,  and to
authorize, or to recommend to the Board of Directors of the Corporation and such
subsidiaries the  authorization of such salary levels and employment  agreements
with  respect to such  officers  as such  Committee  may deem  appropriate.  The
Compensation and Nomination  Committee shall also be empowered to authorize,  or
recommend to the Board of Directors the  authorization of such general incentive
compensation  arrangements,   including  any  bonus,  stock  option  or  special
compensation plans for the Corporation,  as such Committee may deem appropriate.
The Compensation  and Nomination  Committee shall also recommend to the Board of
Directors  annually a slate of nominees to the Board of Directors to be proposed
to the  shareholders,  and, from time to time, to recommend  persons to fill any
vacancy on the Board,  such  recommendation  to be based on general criteria (as
established  by the full Board of Directors) for the selection of members of the
Board. The  Compensation and Nomination  Committee shall also perform such other
functions as may be delegated to it by the Board of Directors.

     The Finance and  Investment  Committee  shall be empowered to establish and
approve or recommend to the Board of Directors the adoption of the Corporation's
investment  policies and to review such policies for  conformance  to applicable
federal  and  state  laws  and  regulations   and  for   consistency   with  the
Corporation's  objectives.  The Finance and Investment  Committee  shall also be
empowered to review the  Corporation's  portfolio for  compliance  with approved
policies and to approve, where appropriate,  exceptions to defined policies. The
Corporation's Chief Investment Officer shall serve as a non-voting member of the
Finance and Investment  Committee.  The Finance and Investment  Committee  shall
also  perform  such other  functions  as may be  delegated to it by the Board of
Directors.

         Section 12. REMUNERATION. The directors may be paid for their expenses,
if any,  including  but  not  limited  to  those  incurred  in  connection  with
attendance  at each meeting of the Board of  Directors,  and may be paid a fixed
sum for attendance at each meeting of the Board of Directors, a stated salary, a
fee as such director or any combination  thereof. No such payment shall preclude
any director from serving the  Corporation  in any other  capacity and receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.

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                                   ARTICLE IV.

                                     Notices

         Section 1. MANNER OF NOTICES.  Whenever under the provisions of statute
or of the Restated  Certificate of  Incorporation  or of these By-Laws notice is
required to be given to any director,  committee member, officer or stockholder,
it shall not be construed to mean personal notice, but such notice may be given,
in the case of  stockholders,  in writing,  by mail, by depositing the same in a
post  office or letter box, in a postpaid,  sealed  wrapper,  addressed  to such
stockholder, at such address as appears on the books of the Corporation,  or, in
default of other address,  to such stockholder at the General Post Office in the
City of Wilmington,  Delaware, and, in the case of directors,  committee members
and officers,  by telephone or by mail or telegram to the last business  address
known to the Secretary,  and such notice shall be deemed to be given at the time
when the same shall be thus mailed or telegraphed or telephoned.

     Section 2.  WAIVER.  Whenever  any notice is required to be given under the
provisions  of statute or of the Restated  Certificate  of  Incorporation  or of
these  By-Laws,  a waiver  thereof in  writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed  equivalent  to  notice.  Attendance  of a person  at a meeting  shall
constitute a waiver of any and all objections to the date, time, and purposes of
such meeting,  and the  sufficiency  of notice  thereof,  except when the person
attends a meeting for the purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE V.

                                    Officers

         Section 1. OFFICERS. The officers of the Corporation shall be appointed
by the Board of Directors and shall be a Chairman of the Board of  Directors,  a
President,  a Vice  Chairman of the Board of  Directors  who shall  preside over
meetings of the Board of Directors in the absence of the  Chairman,  one or more
Vice Presidents  (which term may include  Executive Vice President,  Senior Vice
President and any other title approved by the Board of  Directors),  a Secretary
and a Treasurer or a Chief  Financial  Officer who serves as the Treasurer.  The
Board of Directors may also choose one or more  assistant  officers.  Any two or
more  offices may be held by the same person  except for the offices of Chairman
of the Board and Secretary, which shall be held by two individuals.

     Section 2.  ELECTION.  The Board of Directors  at its first  organizational
meeting after each annual  meeting of  stockholders,  shall choose a Chairman of
the Board of Directors,  a President, a Vice Chairman of the Board of Directors,
one or more Vice  Presidents  as set forth in Article V,  Section 1, a Secretary
and a Treasurer.

     Section 3. APPOINTMENT OF SUBORDINATE OFFICERS.  The Board of Directors may
appoint or empower the Chairman of the Board to appoint, such other officers and
agents as deemed necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     Section 4. SALARIES. The salaries of the Chairman of the Board,  President,
all Vice Presidents, the Secretary and the Treasurer of the Corporation shall be
fixed by the Board of Directors.

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         Section 5. TERM OF OFFICE:  REMOVAL AND  RESIGNATION.  After his or her
appointment to an office of the Corporation an individual shall hold such office
until a new slate of  officers  is  appointed  by the Board of  Directors  at an
organizational  meeting  thereof,  or  until  any  other  time  that  his or her
successor is chosen and has  qualified,  or until his or her earlier  removal or
resignation.  Any officer  appointed by the Board of Directors may be removed at
any time by the affirmative vote of a majority of the entire Board of Directors.
Any  officer  at any time may  resign  from any or all of the  offices he or she
holds,  and  his or her  resignation  may be  either  oral  or  written.  Unless
otherwise  specified  in  the  form  of  resignation,   the  acceptance  of  the
resignation  shall not be necessary to make it effective.  Any vacancy occurring
in any office of the  Corporation  may be filled by  appointment by the Board of
Directors.

     Section 6.  CHAIRMAN OF THE BOARD.  The  Chairman of the Board shall be the
Chief Executive  Officer of the Corporation  with the powers of general manager,
and he or she shall have  supervision  over and may exercise  general  executive
powers  concerning all of the operations and business of the  Corporation,  with
the authority from time to time to delegate to other officers such executive and
other powers and duties as he or she may deem advisable. He or she shall preside
at all meetings of the stockholders and the Board of Directors.

         Section 7. THE PRESIDENT.  The President  shall,  in the absence of the
Chairman  of the  Board  and the  Vice-Chairman  of the  Board,  preside  at all
meetings of the  stockholders  and the Board of Directors.  The President  shall
have the same power as the  Chairman of the Board to execute  and  deliver  such
certificates,  contracts,  bonds,  mortgages,  notes and other  instruments  and
documents  for and on  behalf  of the  Corporation  and  under  the  seal of the
Corporation  where so  required.  He shall have general  responsibility  for the
management of the operations of the  Corporation  and shall perform such duties,
in that regard, as are incident to his office or properly required of him by the
Chairman of the Board or by the Board of Directors.

     Section 8. VICE PRESIDENT.  The Vice President or Vice  Presidents,  as the
case may be,  shall  perform  such  duties and have such  powers as the Board of
Directors may from time to time prescribe.

         Section 9.  SECRETARY.  The Secretary  shall attend all meetings of the
Board of Directors  and all meetings of the  stockholders  and record all of the
proceedings of the meetings of the  Corporation and of the Board of Directors in
a book to be kept for  that  purpose  and  shall  perform  like  duties  for the
committees when required.  He or she shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board of Directors,
and  shall  perform  such  other  duties  as may be  prescribed  by the Board of
Directors or Chairman of the Board and have custody of the corporate seal of the
Corporation  and he or she, or an Assistant  Secretary,  shall have authority to
affix the same to any  instrument  requiring  it and when so affixed,  it may be
attested  by  his  or  her  signature  or by the  signature  of  such  Assistant
Secretary.  The  Board of  Directors  may give  general  authority  to any other
officer to affix the seal of the  Corporation  and to attest the affixing by his
or her signature.

         Section 10. ASSISTANT  SECRETARY.  The Assistant Secretary or, if there
be more than one, the  Assistant  Secretaries,  in the order  determined  by the
Board of  Directors  (or in the absence of any such  determination,  then in the
order  of  their  appointment),  shall,  in the  absence  or  disability  of the
Secretary or in the event of his or her inability or refusal to act, perform the
duties and exercise  the powers of the  Secretary  and shall  perform such other
duties and have such  other  powers as the Board of  Directors  may from time to
time prescribe.

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     Section  11.  TREASURER.  The  Treasurer  shall  have  the  custody  of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
deposit all monies and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.

     Section 12.  DISBURSEMENT OF FUNDS.  The Treasurer shall disburse the funds
of the  Corporation  as may be ordered by the Board of Directors,  taking proper
vouchers for such  disbursements,  and shall render to the Chairman of the Board
and the  Board of  Directors,  at its  regular  meetings,  or when the  Board of
Directors so requires, an account of his or her transactions as Treasurer and of
the financial condition of the Corporation.

     Section 13. ASSISTANT TREASURER. The Assistant Treasurer or, if there shall
be more than one, the Assistant Treasurers, in the order determined by the Board
of Directors (or in the absence of any such determination,  then in the order of
their  appointment),  shall,  in the absence of the Treasurer or in the event of
his or her  inability  or refusal to act,  perform the duties and  exercise  the
powers of the  Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                                   ARTICLE VI.

                              Certificates of Stock

     Section 1. CERTIFICATES OF STOCK.  Every holder of stock in the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him or her in the  Corporation.  Such  certificate  shall be signed by or in the
name of the  Corporation by the Chairman of the Board or the President or a Vice
President  and also signed by the  Treasurer or an Assistant  Treasurer,  or the
Secretary, or an Assistant Secretary of the Corporation.

     Section 2. SIGNATURES. Any or all of the signatures on a certificate may be
a facsimile.  In case any officer,  transfer agent, or registrar who 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 or she
were such officer, transfer agent, or registrar at the date of issue.

         Section  3.  LOST,  STOLEN  OR  DESTROYED  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,  upon the making of an  affidavit of that
fact by the  person  claiming  the  certificate  of stock to be lost,  stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the

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<PAGE>

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 or her legal  representative,  to give the
Corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made  against the  Corporation  with respect to the  certificate  or
certificates alleged to have been lost, stolen or destroyed.

     Section 4.  TRANSFERS  OF STOCK.  Upon  surrender to the  Corporation  or a
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,  to cancel the old  certificate and to record the
transaction upon its books.

     Section 5. REGISTERED  STOCKHOLDERS.  The Corporation  shall be entitled to
treat the person  registered on its books as the owner of any share or shares of
stock as the  holder in fact  thereof  and,  accordingly,  shall not be bound to
recognize  any equitable or other claim to, or interest in, such share or shares
on the part of any other  person,  whether or not it shall have  actual or other
notice thereof, except as otherwise provided by applicable law.

                                  ARTICLE VII.

                               General Provisions

     Section 1. DIVIDENDS.  Dividends upon the capital stock of the Corporation,
subject to the provisions of the Restated Certificate of Incorporation,  if any,
may be declared  by the Board of  Directors  at any regular or special  meeting,
pursuant to applicable  law.  Dividends may be paid in cash, in property,  or in
shares of the capital stock of the Corporation.

     Section  2.  CHECKS.  All  checks or  demands  for  monies and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 3. FISCAL YEAR.  The fiscal year of the  Corporation  shall be on a
calendar  year  basis  unless  otherwise  fixed by  resolution  of the  Board of
Directors.

         Section 4.  CORPORATE  SEAL.  The corporate  seal shall have  inscribed
thereon the name of the corporation and the words  "Corporate  Seal,  Delaware."
The seal may be used by causing it or a  facsimile  thereof to be  impressed  or
affixed or reproduced or otherwise. It shall not be necessary to the validity of
any instrument  executed by any authorized  official of the Corporation that the
execution  of such  instrument  be  evidenced  by the  corporate  seal,  and all
documents, instruments,  contracts and writings of all kinds signed on behalf of
the  Corporation  by any  authorized  officer or  officers  thereof  shall be as
effectual and binding on the  Corporation  without the corporate  seal as if the
execution of the same had been evidenced by affixing the corporate seal thereto.

                                  ARTICLE VIII.

                                   Amendments

         These By-Laws, or any of them, may be altered, amended or repealed, and
new By-Laws may be adopted either:  (i) by the Board of Directors,  by vote of a
majority  of the  directors  present  at any  regular  meeting  of the Board and
without previous notice,  or at any special meeting of the Board,  provided that
notice of such proposed alteration, amendment, repeal or adoption of new By-Laws
is given in the notice of such special meeting,  or by written consent without a

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meeting  signed by all  directors;  or (ii) by the  stockholders,  at any annual
meeting of stockholders and without  previous notice,  or at any special meeting
of stockholders,  provided that notice of such proposed  alteration,  amendment,
repeal or adoption is given in the notice of special meeting.

                                   ARTICLE IX.

                    Indemnification of Officers and Directors

         Section  1.  INDEMNITY  FOR  CERTAIN  EXPENSES,  JUDGMENTS,  FINES  AND
SETTLEMENTS.  The Corporation  shall indemnify and make whole any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  Corporation  subsequent to March 30, 1976, 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
subsequent to March 30, 1976,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in  connection  with such action,  suit or proceeding if he or she
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to, the best interests of the Corporation,  and, with respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was  unlawful.  The  termination  of any action,  suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo 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 or she reasonably  believed to be in,
or not opposed to, the best interests of the  Corporation,  and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

         Section 2.  INDEMNITY FOR CERTAIN  DEFENSE AND  SETTLEMENT  EXPENSES --
COURT APPROVAL.  The  Corporation  shall indemnify and make whole any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action or suit by or in the right of the  Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer,  employee or agent of the Corporation  subsequent to March 30, 1976, 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  subsequent  to March 30, 1976,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Corporation,  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 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.   INDEMNITY  FOR   SUCCESSFUL   DEFENSE  OF  CERTAIN   MATTERS.
Notwithstanding  the other  provisions  of this Article IX, 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

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in Section 1 or 2 of this  Article  IX, or in  defense  of any  claim,  issue or
matter therein,  he or she shall be indemnified and made whole against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith.

     Section  4.  DETERMINATION  THAT  STANDARD  OF  CONDUCT  HAS BEEN MET.  Any
indemnification  under  Sections 1 or 2 of this Article IX (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 or she has met the  applicable
standard of conduct set forth in said Sections 1 or 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,  if a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (c) by the stockholders.

     Section 5. PAYMENT OF EXPENSES IN ADVANCE.  Expenses incurred by any person
who may have a right of  indemnification  under this  Article IX 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 upon receipt
of an undertaking by or on behalf of such director,  officer,  employee or agent
to repay such amount if it shall  ultimately be determined that he or she is not
entitled to be indemnified by the  Corporation as authorized in this Article IX.
Such  expenses  incurred by other  employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

     Section 6. OTHER  INDEMNIFICATION  RIGHTS NOT AFFECTED BY THIS ARTICLE. The
indemnification  and advancement of expenses  provided by or granted pursuant to
this Article IX shall not be deemed exclusive of any other rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
By-Law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his or her  official  capacity  and as to action in another
capacity while holding such office.

         Section 7. INSURANCE. Upon resolution passed by the Board of Directors,
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 or her and incurred by him
or her in any  such  capacity,  or  arising  out of his or her  status  as such,
whether  or not the  Corporation  would have the power to  indemnify  him or her
against such  liability  under the  provisions of this Article IX or the General
Corporation Law of the State of Delaware, as amended.

         Section 8.  INDEMNIFICATION TO THE FULLEST EXTENT PERMITTED BY LAW. The
Corporation  shall, to the fullest extent  permitted by applicable law from time
to time in effect,  indemnify  any and all  persons  who are or were  directors,
officers,  employees or agents of this Corporation subsequent to March 30, 1976,
or who are or were  serving at the  request of this  Corporation  as  directors,
officers,  employees  or  agents  of  another  corporation,  partnership,  joint
venture,  trust or other  enterprise  subsequent  to March  30,  1976,  from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said law.

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         Section 9. CONSTITUENT AND RESULTING  CORPORATION.  For the purposes of
this Article IX, 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,  and employees or agents, so that any person
who is or was a  director,  officer,  employee  or  agent  of  such  constituent
corporation subsequent to March 30, 1976, 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
subsequent  to March  30,  1976,  shall  stand in the same  position  under  the
provisions  of this  Article  IX with  respect  to the  resulting  or  surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.

         Section 10.  OTHER  ENTERPRISE.  For the  purposes of this  Article IX,
references  to  "other   enterprises"  shall  include  employee  benefit  plans;
references to "fines" shall include any 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 reflected to in
this Article IX.

     Section 11.  CONTINUING  BENEFIT.  The  indemnification  and advancement of
expenses  provided  by or granted  pursuant  to this  Article  IX 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.

                                   ARTICLE X.

                                 Annual Reports

         A periodic  report,  including  profit and loss  statements and balance
sheets,  prepared in accordance with generally accepted  accounting  principles,
shall be made to stockholders at least once a year.









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