Bylaws





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                                 RESTATED BYLAWS
              (Includes Changes Approved through November 22, 1996)


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                                     OFFICES

Section 1.1 Resident Agent.  The President or Secretary of the Corporation  may,
from time to time,  select a resident agent for the  Corporation in the State of
Delaware.

Section 1.2 Offices.  The  Corporation may have offices in such locations as the
Board of  Directors  may from  time to time  determine  or the  business  of the
Corporation may require.


                             SHAREHOLDERS' MEETINGS

Section 2.1 Place of Meetings.  All meetings of the shareholders  other than the
annual  meeting  may be held at such  place  and time as shall be  stated in the
notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2.2 Annual Meetings.  An annual meeting of shareholders shall be held in
each  year on a  business  day in  November  to be  determined  by the  Board of
Directors and set forth in the Notice of such meeting,  in the place  designated
in the  notice of such  meeting at such time of day as will be set forth in such
notice.  At such  annual  meeting,  the  shareholders  shall  elect  a Board  of
Directors and transact such other business as may properly be brought before the
meeting.

Section  2.3  Shareholders'  List.  At least ten days before  every  election of
directors, a complete list of the shareholders entitled to vote at said election
arranged in  alphabetical  order,  with the  residence of each and the number of
voting shares held by each, shall be prepared by the Secretary.  Such list shall
be open for said ten days to the  examination of any  shareholder  during normal
business  hours at the place  where the  election is to be held or at such other
place in the city  where  the  election  is to be held as is  designated  by the
Secretary and is specified in the notice for such meeting, and shall be produced
and kept at the time and place of election  during the whole time  thereof,  and
subject to the inspection of any shareholder who may be present.

Section 2.4 Special  Meetings.  Special  meetings of the  shareholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute or by the Restated
Certificate of  Incorporation,  shall be called by the President or Secretary at
the  request  in  writing of a  majority  of the Board of  Directors,  or at the
request in  writing  of  shareholders  owning  ten  percent  (10%) of the entire
capital stock of the  Corporation  issued and  outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

Section 2.5 Notice of Meetings. Written notice of a meeting of the shareholders,
stating the time and place and object thereof, shall be served upon or mailed to
each  shareholder  entitled  to vote  thereat at such  address as appears on the
books  of the  Corporation  at least 10 but not  more  than 60 days  before  the
meeting.



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Section  2.6  Quorum.  The  holders  of a  majority  of  the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall be requisite and shall  constitute a quorum at all meetings of the
shareholders  for the  transaction of business  except as otherwise  provided by
statute, by the Restated Certificate of Incorporation or by these Bylaws. In the
event that a separate  vote by class of stock may be required  at such  meeting,
holders  of the  majority  of each such class of stock  issued  and  outstanding
entitled to vote thereat,  present in person or represented  by proxy,  shall be
requisite and shall constitute a quorum.  If, however,  such quorum shall not be
present or  represented  at any meeting of the  shareholders,  the  shareholders
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. Any
such adjourned  meeting as to which there may be a new record date, or which has
been  adjourned  for  more  than  30  days,  shall  be  subject  to  the  notice
requirements  as set forth in section 2.5 hereof.  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 notified.

 Section 2.7 Voting.  When a quorum is present at any  meeting,  the vote of the
holders of stock  representing  a majority of the voting power 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 the statutes or of
the Restated  Certificate of  Incorporation or of these Bylaws, a different vote
is required in which case such  express  provision  shall govern and control the
decision of such question.  Each shareholder  shall have the number of votes for
each share of stock having voting power,  registered in his name on the books of
the   Corporation,   as  is  provided  for  in  the  Restated   Certificate   of
Incorporation.  Except where the transfer  books of the  Corporation  shall have
been  closed  or a  date  shall  have  been  fixed  as a  record  date  for  the
determination of its  shareholders  entitled to vote, no share of stock shall be
voted on at any election of directors  which shall have been  transferred on the
books of the Corporation twenty days next preceding such election of directors.

Section 2.8 Proxies. At any meeting of the shareholders every shareholder having
the right to vote shall be entitled to vote in person,  or by proxy appointed by
an instrument in writing  subscribed by such  shareholder and bearing a date not
more than three years prior to said meeting, unless said instrument provides for
a longer period.

Section 2.9.  Majority  Consent.  Whenever the vote of shareholders at a meeting
thereof is required or permitted to be taken in  connection  with any  corporate
action by any  provisions  of the  statutes or of the  Restated  Certificate  of
Incorporation  or these  Bylaws,  the  meeting and vote of  shareholders  may be
dispensed with, if the holders of the outstanding stock having not less than the
minimum  number that would be  necessary  to  authorize or take such action at a
meeting if such meeting were held,  shall  consent in writing to such  corporate
action being taken.


                                    DIRECTORS


Section 3.1 Number of Directors.  The number of directors which shall constitute
the whole Board shall not be less than 7 nor more than 25, as  determined by the
Board of  Directors.  The  directors  shall be elected at the Annual  Meeting of
Shareholders, except as provided in Section 3.3, and each director elected shall
hold office until his successor is elected and qualified.  Directors need not be
shareholders.

Section 3.2 Place of Meeting.  Meetings of the Board of Directors  shall be held
at such place  either  within or without the State of  Delaware or by  telephone
conference  call as shall be specified in the  respective  notices or waivers of
notice of such meetings.

Section 3.3 Vacancies. If the office of any director or directors becomes vacant
by reason of death,  resignation,  retirement,  disqualification,  removal  from
office,  or  otherwise,  or a new  directorship  is  created,  a majority of the
remaining  directors,  though  less than a quorum,  may  choose a  successor  or
successors, or a director to fill the newly created directorship, who shall hold
office for the unexpired term or until the next election of directors.



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Section 3.4 General Powers.  The property and business of the Corporation  shall
be managed by 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  Bylaws  directed  or
required to be exercised or done by the shareholders. The Board of Directors may
exercise  the  hereinbefore  described  powers,  and any  duly  constituted  and
authorized  committee of the Board of Directors may exercise such powers as have
been  delegated  to it by the  Board of  Directors,  without  a  meeting  by the
unanimous execution of an instrument in writing.

Section 3.5  Committees of Directors.  The Board of Directors may, by resolution
or  resolutions  passed  by a  majority  of the  Board,  designate  one or  more
committees,  each  committee  to consist of two or more of the  directors of the
Corporation   which,   only  to  the  extent  provided  in  said  resolution  or
resolutions, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation and may have power
to authorize the seal of the  Corporation  to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined  from time to time by  resolution  adopted by the Board of Directors.
Whenever a committee  is  authorized  by the Board of  Directors to exercise any
power of the Board of  Directors,  two-thirds  of the members of such  committee
shall constitute a quorum and the act of the total number of directors who shall
constitute a quorum shall be the act of the  committee.  Such  Committees,  when
required  by the Board,  shall keep  regular  minutes of their  proceedings  and
report the same to the Board.

Section 3.6  Compensation  of Directors.  Directors who are employees  shall not
receive any stated  salary for their  services as  directors,  but,  pursuant to
normal corporate expense reimbursement policies, shall receive reimbursement for
expenses of attendance at such meetings;  provided that nothing herein contained
may be construed to preclude any Director  from serving the  Corporation  in any
other capacity and receiving compensation therefore.

Section 3.7 Annual  Meeting.  The annual meeting of the Board of Directors shall
be held immediately following and at the same place as the annual meeting of the
shareholders,  or at such  time and  place as may be  specified  or fixed by the
Board of Directors, the Chairman of the Board, the President or the Secretary in
the notice of such meeting or waiver thereof.

Section 3.8 Notices of Board of Directors  Meetings;  Special Meetings.  Special
meetings  of the Board of  Directors  may be held at any time on the call of the
Chairman of the Board or the  President  or at the request in writing of any six
(6) directors. Notice of any regular or special meeting, unless waived, shall be
given by mail or facsimile, telex, or courier to each director at his address as
the same  appears on the  records of the  Corporation  not less than one (1) day
prior  to the day on  which  such  meeting  is to be held if such  notice  is by
facsimile,  telex, or courier, and not less than five (5) business days prior to
the day on which the  meeting  is to be held if such  notice is by mail.  If the
Secretary shall fail or refuse to give such notice, then the notice may be given
by the officer or any one of the directors making the call. Any such meeting may
be  held at such  place  as the  Board  may fix  from  time to time or as may be
specified  or fixed in such  notice or waiver  thereof.  Notice may be waived in
writing by any director,  either before or after the meeting. Any meeting of the
Board of Directors  shall be a legal meeting  without any notice  thereof having
been given,  if all the directors shall be present  thereat,  and no notice of a
meeting  shall be required  to be given to any  director  who shall  attend such
meeting.

Section 3.9 Quorum and Manner of Acting.  Except as otherwise  provided in these
Bylaws, a majority of the total number of directors shall constitute a quorum at
any regular or special  meeting of the Board of  Directors.  Except as otherwise
provided by law or by the Restated  Certificate of Incorporation as amended,  or
by these Bylaws,  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, a majority of the directors present may adjourn the meeting
from time to time until a quorum be had.  Notice of any  adjourned  meeting need
not be given.

Section 3.10 Notices.  Whenever  under the  provisions of the statutes or of the
Restated Certificate of Incorporation or of these Bylaws,  notice is required to
be given to any  director  or  shareholder,  it shall not be  construed  to mean
personal notice, but such notice may be given in writing, by mail, by depositing
the same in a post office or letter box, in a post-paid  sealed  wrapper,  or by
facsimile,  telex or courier,  addressed to such director or shareholder at such
address  as  appears  on the books of the  Corporation,  or in  default of other
address,  to such director or shareholder at the General Post Office in the City
of Wilmington, Delaware, and such notice shall be deemed to be given at the time
when the same shall be thus mailed or sent by facsimile, telex or courier.

Section  3.11  Waivers of Notice.  Whenever  any notice is  required to be given
under  the  provisions  of  the  statutes  or of  the  Restated  Certificate  of
Incorporation,  or of these Bylaws,  a waiver  thereof in writing  signed by the
person or persons  entitled  to said  notice,  whether  before or after the time
stated therein, or such person's or persons' attendance at such meeting,  unless
such attendance is 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, shall be deemed equivalent thereto.

                                    OFFICERS


Section 4.1 Executive  Officers.  The executive  officers of the Corporation may
include a Chairman of the Board,  and shall  include a  President,  an Executive
Vice President,  such Vice Presidents as the Board of Directors may designate to
be  executive  officers,  a  Vice  President  and  Chief  Financial  Officer,  a
Secretary,  and a General  Counsel.  One person may hold any two of said offices
except the  offices of  President  and  Secretary  or  Chairman of the Board and
Secretary.

Section 4.2 Election, Term of Office and Eligibility.  The executive officers of
the  Corporation  shall be elected  annually  by the Board of  Directors  at its
annual  meeting or at a special  meeting  held in lieu  thereof.  Each  officer,
except such  officers as may be appointed in accordance  with the  provisions of
Section 4.3 shall hold office  until his  successor  shall have been duly chosen
and  qualified  or until his death,  resignation,  retirement  or  removal.  The
Chairman of the Board, the President,  and the Executive Vice President shall be
and remain members of the Board of Directors. None of the other officers need be
members of the Board.

Section 4.3 Subordinate Officers,  etc. The Board of Directors, or the President
of the  Corporation if he is so empowered by resolution  adopted by the Board of
Directors,  may appoint such Assistant Vice Presidents,  Assistant  Secretaries,
Assistant Treasurers, and other Officers, such committees and such agents as the
Board, or the President may determine,  to hold office for such period, and with
such  authority  and to perform such duties as the Board,  or President may from
time to time determine.  Unless otherwise  specifically directed by the Board of
Directors,  or the President,  any committee  appointed pursuant to this Section
4.3 may conduct its  proceedings in such manner as its members shall  determine,
including  the  taking of  actions  without a meeting  by  majority  vote of its
members.

Section 4.4 Removal.  Any Executive  Officer may be removed at any time,  either
with or without cause,  but only by the affirmative  vote of the majority of the
total  number  of  directors  serving  at that  time.  Any  subordinate  officer
appointed  pursuant  to Section  4.3 may be removed at any time,  either with or
without cause, by a majority vote of the directors present at any meeting of the
Board, or by the President if empowered so to do by resolution of the Board.

Section 4.5  Resignations.  Any officer may resign at any time by giving written
notice to the Board of  Directors or to the  President  or the  Secretary of the
Corporation.  Any such  resignation  shall  take  effect  at the time  specified
therein;  and,  unless  otherwise  specified  therein,  the  acceptance  of such
resignation shall not be necessary to make it effective.

Section 4.6 Vacancies. A vacancy in the office of President or Secretary for any
reason must be filled. A vacancy in any other office may be filled.  Any vacancy
which is filled  shall be filled  for the  unexpired  portion of the term in the
same  manner in which an officer to fill said  office may be chosen  pursuant to
Section 4.2 and/or Section 4.3.

Section  4.7 The  Chairman  of the Board.  If a  Chairman  of the Board has been
elected, The Chairman of the Board shall preside at all meetings of the Board of
Directors and of the  shareholders;  he may sign with the Secretary or any other
proper  officer  of  the  Corporation  thereunto  authorized  by  the  Board  of
Directors,  certificates  for shares of the Corporation,  any deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  Board of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
Bylaws to some other officer or agent of the  Corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident to the office of Chairman of the Board and such other duties as
from time to time may be assigned to him by the Board of Directors.



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Section 4.8 Office of the President.
(a)
The President.  The President  shall be the principal  executive  officer of the
Corporation  and shall carry out the duties of the Chairman of the Board when no
incumbent  holds  such  office  or the  Chairman  of the Board is absent or when
otherwise  requested  by the  Chairman  of the Board to be  responsible  for any
duties of the Chairman of the Board;  he shall have  executive  authority to see
that all orders,  resolutions or other duly authorized decisions of the Board of
Directors or any duly authorized  committee are carried into effect and, subject
to the control  vested in the Board of  Directors  by statute,  by the  Restated
Certificate of Incorporation,  as amended, or by these Bylaws,  shall administer
and  be  responsible   for  the  management  of  business  and  affairs  of  the
Corporation;  he may sign with the Secretary or any other proper  officer of the
Corporation  thereunto  authorized by the Board of Directors,  certificates  for
shares of the  Corporation,  any deeds,  mortgages,  bonds,  contracts  or other
instruments  which the Board of Directors has authorized to be executed,  except
in cases where signing and execution thereof shall be expressly delegated by the
Board of  Directors  or by these  Bylaws to some  other  officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other  duties  as from  time to time  may be  assigned  to him by the  Board  of
Directors  or such  duties  as shall be in the  normal  and  ordinary  course of
business.

(b)
         The Executive Vice President. In the event of the absence or disability
         of the President, the Executive Vice President shall perform the duties
         of the President.  The Executive  Vice  President  shall have principal
         responsibility  for the Corporation's  consulting offices and practices
         and shall also  perform  such other  duties as from time to time may be
         assigned to him by the Board of Directors or the President.

(c)      The Chairman of the Board, if any, the President and the Executive Vice
         President shall together constitute the Office of the President.

Section 4.9 The Vice  Presidents.  In the event of the absence or  disability of
the President and the Executive Vice President, the Vice President who is also a
member of the Board of Directors  and who has the longest  continuous  tenure on
the Board of Directors,  or, if two or more such Vice  Presidents  and Directors
have equal tenure,  such Vice President and Director who has the longest service
with the  Corporation  shall  perform  the  duties  of the  President.  The Vice
Presidents  shall also  perform  such  other  duties as from time to time may be
assigned to them by the Board of Directors or the President.

Section 4.10  The Secretary.  The Secretary shall:

(a)      Keep the minutes of the meetings of the  shareholders  and of the
         Board of Directors in books provided for that purpose;

(b)      See that all notices are duly given in  accordance  with the
         provisions of these Bylaws or as required by law;

(c)      Be custodian of the records and of the seal of the  Corporation and see
         that the seal or a  facsimile  or  equivalent  thereof is affixed to or
         impressed or reproduced on all stock certificates prior to their issue,
         and  on  all  documents  the  execution  of  which  on  behalf  of  the
         Corporation under its seal is duly authorized;

(d)      Have charge of the stock  record books of the  Corporation  and keep or
         cause to be kept the stock record and transfer  books in such manner as
         to show at any time the number of shares of each  class of the  capital
         stock  of  the  Corporation  issued  and  outstanding,  the  names  and
         addresses  of the holders of record  thereof,  and the number of shares
         held by each;  and exhibit or cause to be exhibited  at all  reasonable
         times to any officer or  director,  upon  application,  the original or
         duplicate stock ledger;

(e)      See that the books, reports,  statements,  certificates,  and all
         other documents and records, required by law, are properly made, kept
         and filed;

(f)      In general, perform all duties incident to the office of Secretary, and
         such other  duties as are  provided by these Bylaws and as from time to
         time are  assigned to him by the Board of  Directors or by the Chairman
         of the Board or by the President.

Section 4.11 The Treasurer.  The Treasurer shall perform all the 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,  or by the Chairman of the Board, the
President or the Vice President and Chief Financial Officer.

Section 4.12 The Vice President and Chief Financial Officer.  The Vice President
and  Chief  Financial  Officer  shall,  under  the  direction  of the  Board  of
Directors,  the Chairman of the Board,  the  President,  or the  Executive  Vice
President, be responsible for the management, coordination and administration of
the financial and accounting  affairs of the  Corporation  and its  subsidiaries
including  providing  advice to the Board of  Directors,  the  President and the
executive  officers  of the  Corporation  on all  financial  matters.  The  Vice
President and Chief Financial Officer shall:

(a)      Render to the Board of Directors at any meeting  thereof,  or from time
         to time whenever the Board of Directors or the Chairman of the Board or
         the President may require, an account of the financial condition of the
         Corporation, and render or cause to be rendered a full financial report
         at the annual meeting of the shareholders, if called upon so to do;

(b)      have charge and custody of all funds and securities of the Corpora-
         tion, except petty cash accounts;

(c)      receive and give receipts for monies due and payable to the Corporation
         from any source and deposit all the Corporation's monies in the name of
         the  Corporation  in the  institutions  that are selected in accordance
         with the provisions of these Bylaws; and

(d)      in  general,  perform  all of the  duties as may be  assigned  to him
         by the Board of  Directors,  the Chairman of the Board, the President
         or the Executive Vice President.

Section 4.13 The Controller. The Controller shall maintain the fiscal records of
the  Corporation.  He shall advise the President,  the Executive Vice President,
Treasurer,  Vice President and Chief Financial  Officer,  the Board of Directors
and any audit committee thereof with respect to what, in his opinion, are proper
accounting  procedures for the Corporation in light of its operating methods. He
shall be responsible for the maintenance of all financial records in accord with
the  accounting  procedures  approved by the Board of Directors.  The Controller
shall also serve as the  principal  assistant  to the Vice  President  and Chief
Financial Officer in carrying out the latter's duties.

Section 4.14 The General  Counsel.  The General Counsel shall be the chief legal
officer  of the  Corporation  and  shall,  under the  direction  of the Board of
Directors,  the Chairman of the Board, or the President,  be responsible for the
management,  coordination  and  administration  of  the  legal  affairs  of  the
Corporation and its subsidiaries, including the prosecution and defense of legal
actions by and against the  Corporation,  shall  provide  advice to the Board of
Directors,  the President,  and the executive officers of the Corporation in all
legal  matters and, in general,  shall perform such duties as may be assigned to
him by the Board of Directors, the Chairman of the Board or the President.

Section  4.15  The Tax  Director.  The Tax  Director  shall  report  to the Vice
President and Chief Financial Officer or the Controller and shall be responsible
for the  compliance  with all tax laws by the  Company and its  affiliates,  the
filing of tax  returns,  the  management  of tax  audits  and  disputes  and the
coordination  of tax planning and compliance  with the management of the Company
and its affiliates.

Section 4.16 Salaries.  The salaries of the officers shall be fixed from time to
time by the Board of Directors, or by such officer or officers as are designated
to do so by the Board of Directors  or, in the absence of any such  designation,
by the  President.  No officer shall be prevented  from receiving such salary by
reason of the fact that he is also a director of the Corporation.

Section 4.17 Bonds. If the Board of Directors  shall so require,  the Treasurer,
the Vice  President and Chief  Financial  Officer,  and any Assistant  Treasurer
and/or  any other  officer  or agent of the  Corporation  shall give bond to the
Corporation  in such amount and with such surety as the Board of  Directors  may
deem sufficient,  conditioned upon the faithful  performance of their respective
duties and offices.

Section 4.18 Delegation of Duties.  In case of the absence of any officer of the
Corporation or for any other reason which may seem sufficient to the Board,  the
Board of Directors may, for the time being,  delegate his powers and duties,  or
any of them,  to any  other  officer  or to any  director,  provided  that  such
delegation shall be by a majority vote of the total number of directors.


                            SHARES OF STOCK


Section 5.1 Regulations. Subject to the terms of any contract of the Corporation
and Delaware Law, the Board of Directors may make such rules and  regulations as
it may deem  expedient  concerning  the issue,  transfer,  and  registration  of
certificates and uncertificated shares evidencing the ownership of shares of the
stock  of the  Corporation,  including  the  issue  of new  certificates  or the
registration on the Corporation's  books of uncertificated  shares,  for lost or
destroyed  certificates,  and including the  appointment of transfer  agents and
registrars.

Section  5.2  Stock  Certificates.  Certificates  for  shares  of  stock  of the
Corporation,  if any, shall be respectively  numbered serially for each class of
shares,  or series  thereof,  as they are issued,  shall be  impressed  with the
corporate  seal or a facsimile  thereof,  and shall be signed by two officers of
the  Corporation,  one of whom shall be the Chairman of the Board, the President
or a Vice President,  and the other of whom shall be the Secretary or Treasurer,
or an  Assistant  Secretary  or  an  Assistant  Treasurer,  provided  that  such
signatures may be  facsimiles.  Each  certificate  shall exhibit the name of the
Corporation,  the  class  (or  series  of any  class)  and the  number of shares
represented  thereby,  the  name of the  holder,  the par  value  of the  shares
represented  thereby or that such shares are without par value. Each certificate
shall be otherwise in such form as may be  prescribed by the Board of Directors.
Subject to the  requirements  of Delaware  law, the  Corporation  may (i) cancel
surrendered stock certificates as the respective shares are sold; and (ii) issue
uncertificated shares to evidence shares purchased.

Section 5.3 Transfer of Shares. The Corporation may from time to time enter into
an agreement or agreements with one or more of its shareholders  restricting the
transferability  of its stock in accord  with the general  corporate  purpose to
have its stock  owned by persons  actively  engaged in the  corporate  business.
Subject to the terms of any such  agreement,  shares of the capital stock of the
Corporation  shall be transferable on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney, upon (i) the surrender and
cancellation  of a  certificate  or  certificates  for a like  number of shares;
and/or (ii) upon registration on the books of the Corporation of the transfer of
the respective  uncertificated  shares and the transmittal to the new registered
owner,  any former  registered  owner,  and any applicable  pledgee of a written
statement  advising of such transfer (as required  pursuant to Delaware law). As
against  the  Corporation  a transfer of shares can be made only on the books of
the  Corporation  and in the manner  hereinabove  provided,  and the Corporation
shall be  entitled  to treat  the  registered  holder  of any share as the owner
thereof and shall not be bound to recognize  any  equitable or other claim to or
interest in such share on the part of any other person,  whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of Delaware.  In the event shares of the Corporation are held by an
Employee  Trust under  Section 9.3, no transfer on the books of the  Corporation
shall be made if said transfer would cause a violation of any provision of Title
I of the  Employee  Retirement  Income  Security  Act of 1974 or the  prohibited
transaction  rules of Section  4975 of the  Internal  Revenue  Code of 1986,  as
amended.

Section  5.4 Date for  Determination  of  Shareholders  of Record.  The Board of
Directors of the Corporation  shall have the power to fix in advance a date as a
record date for the determination of shareholders  entitled to notice of, and to
vote at, any meeting of  shareholders  of the  Corporation,  and any adjournment
thereof; or entitled to receive the payment of any dividend; or the date for the
allotment  of  rights,  or the date when any  rights in respect of any change or
conversion or exchange of capital stock of the Corporation  shall go into effect
or in connection  with  obtaining the consent of  shareholders  for any purpose.
Notwithstanding  the transfer of any stock on the books of the Corporation after
any such  record date fixed as  aforesaid,  only such  shareholders  as shall be
shareholders as of such record date shall be entitled notice of, and to vote at,
such meeting and any adjournment  thereof,  to receive payment of such dividend,
or to receive such allotment of rights,  or to exercise such rights,  or to give
such  consent,  as the case may be.  If the  Board of  Directors  shall  fail to
determine the record date for  determining  shareholders  entitled to notice of,
and to vote at, any meeting of shareholders of the Corporation,  such date shall
be established as provided by law.

Section  5.5 Lost  Certificate.  Any  shareholder  claiming  that a  certificate
representing shares of stock has been lost or destroyed may make an affidavit or
affirmation  of that fact and if the Board of Directors  so requires,  advertise
the same in a manner designated by the Board, and give the Corporation a bond of
indemnity in form and with security for an amount satisfactory to the Board, but
not exceeding  double the value of the shares  represented by said  certificate;
whereupon a new  certificate  may be issued of the same tenor (or a registration
may be  made  on the  books  of the  Corporation  evidencing  the  ownership  of
uncertificated  shares)  representing  the same number,  class and/or  series of
shares  as were  represented  by the  certificate  alleged  to have been lost or
destroyed.


                               BOOKS AND RECORDS


Section 6.1 Location.  The books, accounts and records of the Corporation may be
kept at such place or places  within or  without  the State of  Delaware  as the
Board of Directors may from time to time determine.

Section 6.2 Inspection. The books, accounts and records of the Corporation shall
be open to inspection by any member of the Board of Directors at all times;  and
shall be open to  inspection  by the  shareholders  at such  times,  for  proper
purposes, subject to regulations as the Board of Directors may prescribe, except
as otherwise provided by statute.

Section 6.3  Corporate  Seal.  The corporate  seal shall contain two  concentric
circles  between  which  shall  be the  name of the  Corporation  and  the  word
"Delaware" and in the center shall be inscribed the words  "Corporate  Seal" and
the year in which the original Certificate of Incorporation was issued.


                         DIVIDENDS AND RESERVES


Section 7.1 Dividends.  Subject to the provisions of the Restated Certificate of
Incorporation,  as amended,  and other lawful  commitments  of the  Corporation,
dividends  upon the  shares  of any class of stock,  or series  thereof,  of the
Corporation  may be declared by the Board of Directors  out of the net assets of
the  Corporation  in  excess of its  capital  or out of its net  profits  at any
regular or special meeting of the Board of Directors.

Section 7.2 Reserves.  Before  declaring any dividend or making any distribution
of net assets in excess of capital or any distribution of net profits, the Board
of Directors, from time to time in their absolute discretion, may set apart, out
of any funds of the Corporation  available for dividends,  a reserve or reserves
for working capital, or to meet contingencies, or for repairs or maintenance, or
for any other  lawful  purpose,  and also,  from time to time,  may  abolish  or
decrease any such reserve or reserves.


                           MISCELLANEOUS PROVISION


Section 8.1  Fiscal Year.  The fiscal year of the Corporation shall end on June
30th of each year.



<PAGE>


Section 8.2 Depositories. The Board of Directors, the Chairman of the Board, the
President, the Treasurer, the Vice President and Chief Financial Officer and the
Controller, and each of them, may designate the banks, trust companies, or other
depositories  in which  shall be  deposited  from  time to  time,  the  money or
securities  of  the   Corporation.   In  the  case  of  a  designation   by  the
aforementioned  officers, any such designation shall require the approval of two
of such  officers,  one of whom shall be the Treasurer or the Vice President and
Chief Financial Officer.

Section 8.3 Checks,  Drafts,  Notes, etc. All checks, drafts or other orders for
the payment of money and all notes or other evidences of indebtedness  issued in
the name of the Corporation shall be signed by such officer or officers or agent
or agents as shall from time to time be  designated by the Board of Directors or
as shall be designated by any two of the Chairman of the Board,  the  President,
the  Treasurer or the Vice  President  and Chief  Financial  Officer in writing.
Section 8.4  Contracts,  etc., How Executed.  Except as in the Bylaws  otherwise
provide,  the Board of Directors may authorize any officer,  agent or agents, to
enter into any contract or execute and deliver any instrument in the name and on
behalf of the  Corporation,  and such  authority  may be general or  confined to
specific instances.

Section  8.5  Stock in Other  Corporations.  Any  shares  of stock in any  other
corporation  which  may  from  time to time  be held by the  Corporation  may be
represented and voted at any meeting of  shareholders of such other  corporation
by the  President,  the Treasurer or the Secretary of the  Corporation or by any
other person or persons thereunto authorized by Board of Directors or designated
by  the  President,  or  by  any  proxy  designated  by  written  instrument  of
appointment executed in the name of this Corporation by its President or by such
officers as may be  designated by him and attested by the Secretary or Assistant
Secretary.  Shares of stock held by the Corporation for investment purposes only
may be voted by the Vice President and Chief  Financial  Officer or by any proxy
designated  by written  instrument  of  appointment  executed in the name of the
Corporation  by the Vice President and Chief  Financial  Officer and attested by
the  Secretary  or an  Assistant  Secretary.  Shares of stock  belonging  to the
Corporation need not stand in the name of the  Corporation,  but may be held for
the benefit of the Corporation in the individual name of the Treasurer or of any
other nominee designated for the purpose by the Board of Directors. Certificates
for shares so held for the benefit of the Corporation shall be endorsed in blank
or have proper stock powers attached so that said  certificates are at all times
in due form for transfer,  and shall be held for  safekeeping  in such manner as
shall be determined from time to time by the Board of Directors.

Section 8.6  Indemnification.

(a)
Each person who was or is a party or is  threatened  to be made a party to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative  (hereinafter a "proceeding"),  by reason of the
fact that he, or a person  of whom he is the legal  representative,  is or was a
director  or  officer  of the  Corporation  or is or was a  director  or officer
serving at the request of the  Corporation as a director,  officer,  employee or
agent of another Corporation or of a partnership,  joint venture, trust or other
enterprise,  including service with respect to employee benefit plans,  shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the laws of Delaware as the same now or may hereafter  exist (but,
in the case of any change,  only to the extent that such change  authorizes  the
Corporation to provide  broader  indemnification  rights than said law permitted
the  Corporation  to provide prior to such change)  against all costs,  charges,
expenses,  liabilities and losses (including attorneys' fees, judgments,  fines,
ERISA excise taxes or  penalties  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer  and  shall  inure  to  the   benefit  of  his  heirs,   executors   and
administrators.  The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the  Corporation  the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition  upon receipt by the Corporation of an undertaking,  by or on behalf
of such  director  or  officer,  to repay all  amounts so  advanced  if it shall
ultimately  be  determined  that the  director or officer is not  entitled to be
indemnified  under this Section or otherwise.  The Corporation may, by action of
its Board of Directors,  provide  indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing  indemnification  of
directors and officers.


<PAGE>


(b)
If a claim  under  subsection  (a) of this  Section  is not  paid in full by the
Corporation  within  thirty days after a written  claim has been received by the
Corporation  the  claimant  may at any time  thereafter  bring suit  against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall also be entitled to be paid the expense of
prosecuting  such  claim.  It shall be a defense  to any action  (other  than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final  disposition  where the required  undertaking
has been  tendered to the  Corporation)  that the  claimant has failed to meet a
standard of conduct which makes it permissible to indemnify the claimant for the
amount  claimed,  but  the  burden  of  proving  such  defense  shall  be on the
Corporation.  Neither the  failure of the  Corporation  (including  its Board of
Directors,  independent  legal  counsel,  or its  shareholders)  to have  made a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  permissible  in the  circumstances  because  he has met  such
standard of conduct, nor an actual  determination by the Corporation  (including
its Board of Directors, independent legal counsel, or its shareholders) that the
claimant  has not met such  standard  of  conduct,  nor the  termination  of any
proceeding  by judgment,  order,  settlement,  conviction or upon a plea of nolo
contendere  or its  equivalent,  shall be a  defense  to the  action or create a
presumption  that the  claimant  has  failed to meet the  required  standard  of
conduct.

(c)      The right to  indemnification  and the payment of expenses  incurred in
         defending a proceeding in advance of its final disposition conferred in
         this Section shall not be exclusive of any other right which any person
         may have or  hereafter  acquire  under any  statute,  provision  of the
         Restated  Certificate  of  Incorporation,  Bylaw,  agreement,  vote  of
         shareholders or disinterested directors or otherwise.

(d)      The  Corporation  may maintain  insurance,  at its expense,  to protect
         itself and any director,  officer, employee or agent of the Corporation
         or another  corporation,  partnership,  joint  venture,  trust or other
         enterprise  against any expense,  liability or loss, whether or not the
         Corporation  would have the power to indemnify such person against such
         expense, liability or loss under Delaware law.

(e)      To the extent  that any  director,  officer,  employee  or agent of the
         Corporation is by reason of such  position,  or a position with another
         entity at the request of the Corporation,  a witness in any proceeding,
         he shall be  indemnified  against all costs and  expenses  actually and
         reasonably incurred by him or on his behalf in connection therewith.

(f)      Notwithstanding  any  amendment  of this  section  which  may have been
         approved by the  shareholders,  this section may be added to,  altered,
         amended or repealed pursuant to Section 8.7 of these Bylaws.

(g)      Any amendment,  repeal or modification of any provision of this Section
         by the  shareholders  or the  directors  of the  Corporation  shall not
         adversely  affect any right or  protection  of a director or officer of
         the  Corporation  existing  at the time of such  amendment,  repeal  or
         modification.

Section 8.7 Amendment of Bylaws. Except for Section 9 of these Bylaws, (which by
its terms may be altered,  amended or repealed only upon the affirmative vote of
holders of stock possessing at least 80% of the outstanding  voting rights),  in
accordance  with authority  expressly  contained in the Restated  Certificate of
Incorporation,  these Bylaws may be added to, altered, amended, or repealed, and
new or other  Bylaws may be made and  adopted by vote of a majority of the Board
of Directors at any regular or special  meeting of the Board,  and without prior
notice of intent so to do.

Section 8.8 Notices.  All Notices and  communications  given  hereunder shall be
given (a) to the Corporation at: 601 13th Street,  Suite 900,  Washington,  D.C.
20005;  Attn:  Secretary,  or such  other  address  as may be  provided  to each
shareholder  in  writing  by the  Secretary  and (b) to  shareholders  at  their
respective addresses appearing on the stock records of the Corporation.



<PAGE>


                         RESTRICTION ON TRANSFERS OF STOCK


Section 9.1 Restriction on Stock. Except for (i) transfers to the Corporation or
to trusts, personal holding companies or other entities satisfying the terms and
conditions of Section 9.2 or 9.3 below, (ii) reversions from trusts described in
Section 9.2 to the grantors  thereof or their estates,  or (iii)  transfers from
personal holding  companies or similar entities  described in Section 9.2 to the
sole  shareholders  there of, no present or future  shareholder  shall transfer,
whether by way of sale, gift, hypothecation, trust distribution, will, intestacy
or any other disposition,  any shares of any class of capital stock ("Stock") in
the Corporation now owned or hereafter acquired by such shareholder  (including,
without  limitation,  shares of Stock  acquired  upon  conversion or exchange of
other shares of Stock),  without  first  giving the  Corporation  prior  written
notice  of his  intention  to so  dispose  of such  Stock.  Said  notice  to the
Corporation  ("Disposition  Notice") shall state the terms and conditions of the
proposed disposition, including the names of the transferees, the purchase price
and payment terms, if any, the type of disposition,  and the number of shares to
be transferred  ("Offered Shares"). A shareholder giving a Disposition Notice is
herein sometimes called an "Offering Stockholder".

(a)
The Corporation  shall have the option for a period of thirty days following the
receipt of a  Disposition  Notice  from an Offering  Stockholder  to buy on such
Closing Date, as is determined by the President or Secretary, part or all of the
Offered Shares at the price per share  determined in accordance with Section 9.5
of this Section 9,  provided that the  Corporation  may buy less than all of the
Offered  Shares  if the  balance  of the  Offered  Shares  is  contemporaneously
purchased by Eligible  Purchasers (or otherwise  disposed of in accordance  with
these  Bylaws) or if the  Offering  Stockholder  elects to accept  offers by the
Corporation and/or Eligible  Purchasers to purchase less than all of the Offered
Shares and to retain the balance of the Offered Shares.  If the Corporation does
not elect to purchase all Offered  Shares,  within  thirty days after receipt of
the Offering Stockholder's  Disposition Notice, it shall forward to the Offering
Stockholder  a list  of the  names  and  addresses  of all  Eligible  Purchasers
together  with a  description  of their  respective  rights to purchase  Offered
Shares not  initially  purchased by the  Corporation.  The Offering  Stockholder
shall  within  fifteen  days after  receipt of such list of Eligible  Purchasers
offer to sell the balance of the Offered  Shares to such Eligible  Purchasers in
accordance with their respective rights to purchase set forth in such list.

(b)      Elections  by Eligible  Purchasers  to purchase  Offered  Shares  under
         subsection (a) hereof shall be by written notice  delivered both to the
         Corporation  and  to  the  Offering   Stockholder  within  thirty  days
         following   the  receipt  of  the  offer  to  sell  from  the  Offering
         Stockholder as provided in Section 9.1(a) hereof.

(c)      The  Corporation  shall  have  the  further  option  to buy or  furnish
         Eligible  Purchasers  for  any  Offered  Shares  not  initially  to  be
         purchased  by  the   Corporation  or  by  Eligible   Purchasers   under
         subsections (a) or (b) hereof within 120 days following  receipt by the
         Corporation of the Disposition Notice.

(d)
The Offered Shares,  if any, not purchased under subsections (a), (b), or (c) of
this  Section  9.1 may be  disposed  of within  150 days  after  receipt  by the
Corporation of the Disposition Notice, but only to persons and only on the terms
and conditions set forth in the  Disposition  Notice.  Any Offered Shares not so
transferred within such 150-day period may not thereafter be transferred, except
upon  compliance  with the terms of this  Section 9 of the Bylaws and as if they
had not been previously offered hereunder.  Any attempt to transfer any Stock of
the  Corporation in  contravention  of the provisions of this Section 9 shall be
null and void and without  legal  effect,  except that such  attempted  transfer
shall  constitute a continuing offer to sell all such Stock under Section 9.1(a)
hereof.  The price at which such Stock may be  purchased by the  Corporation  or
Eligible  Purchasers shall be determined pursuant to Section 9.5 of this Section
9; such Stock will be deemed to have been  offered at the date of the  attempted
transfer;  and, for purposes hereof,  such attempted transfer shall be deemed to
constitute the giving of a Disposition Notice under Section 9.1, but there shall
be no  limitations  on the time  periods  within  which the  Corporation  and/or
Eligible  Purchasers  shall be  required  to exercise  their  rights  hereunder.
Section 9.2 Revocable Trusts; Personal Holding Corporations.

(a)      Anything  in  this  Section  9 to  the  contrary  notwithstanding,  any
         shareholder  may,  with the  approval of the Board of Directors or such
         officer(s)  as may be  designated  by the Board of  Directors  for such
         purpose,  transfer  any or all  Stock of the  Corporation  now owned or
         hereafter  acquired by him to a revocable trust for the sole benefit of
         himself during his lifetime, provided that:

      (i)      the  trust  instrument  acknowledges  that the  Stock is held
                 subject  to the terms and conditions of these Bylaws;

      (ii)     the trust, by its terms, provides that on the first to occur of:

                  (A)      the termination of the trust,

                  (B)      the ceasing of the shareholder to act as sole
                           trustee of the trust, or

                                    (C) any event  described in Section 9.4 with
                           respect to the settlor,  all stock of the Corporation
                           then  held by the  trust  will  either  revert to the
                           shareholder  or be  offered  for  sale  by  the  same
                           procedure as set forth in Section 9.1 hereof.

                  (iii) the  shareholder  is the sole  trustee of said trust and
                  the trust grants to the  shareholder  and to no other  person,
                  corporation  or other  entity  full  powers  as  trustee  with
                  respect  to all Stock of the  Corporation  at any time held by
                  the  Trust,   including  powers  to  attend  all  meetings  of
                  shareholders,  vote such shares and give  proxies with respect
                  thereto,  make all decisions  with respect to the trust's sale
                  or purchase thereof, including the power to direct the sale of
                  some or all of the  Stock of the  Corporation  at any time for
                  any reason deemed valid by said shareholder;

                  (iv)     a copy of the  trust,  as from time to time amended,
                  is at all times  kept on file by the Trustee thereof with the
                  Secretary of the Corporation; and

                  (v) the trust, by its terms,  provides that any amendment that
                  in any way  affects the Stock of the  Corporation  held by the
                  trust or any of the  provisions  relating  to such  Stock  set
                  forth in subparagraphs [(a)](i) through [d](iv) above, must be
                  approved in advance by the  President,  Treasurer or Secretary
                  of the  Corporation or shall be null and void and of no effect
                  with respect to such Stock.

(b)
Personal  Holding  Corporations.  Anything  in this  Section  9 to the  contrary
notwithstanding,  any non-U.S.  resident  shareholder of the Corporation's stock
(for purposes of this paragraph,  the  "Shareholder")  may, with the approval of
the Board of Directors or such  officer(s)  as may be designated by the Board of
Directors for such  purpose,  transfer any or all Stock of the  Corporation  now
issued or hereafter  acquired by him (or direct the  Corporation  to issue stock
allocated  by  the  Corporation  to  him)  to  a  personal  holding  corporation
incorporated under the laws of a jurisdiction outside of the United States which
corporation is  wholly-owned  by such  Shareholder (or such similar entity under
the laws of the  jurisdiction  in which such  Shareholder is domiciled  which is
wholly-owned by such Shareholder and which is approved by the General Counsel of
the Corporation in his discretion), provided that:

                  (i) One hundred  percent  (100%) of the stock of such personal
                  holding corporation is owned solely by the Shareholder (or the
                  ownership of such other similar approved entity is one hundred
                  percent  (100%)  vested  in the  Shareholder)  and no  person,
                  corporation or other entity other than the  Shareholder  shall
                  have any  rights  or powers  with  respect  to the  ownership,
                  control or  direction  of any stock of such  personal  holding
                  corporation or other similar  approved  entity or any stock of
                  the  Corporation  at any time  held by such  personal  holding
                  corporation  or  other  similar  approved  entity,  including,
                  without   limitation,   any  right  to  attend   meetings   of
                  shareholders,  vote such shares or give  proxies  with respect
                  thereto;



<PAGE>


                  (ii) the  Articles  of  Incorporation,  Bylaws  and any  other
                  charter  or  governing  documents  of  such  personal  holding
                  corporation   or  other  similar   approved   entity   contain
                  restrictions   on  the   transfer  of  its  stock  which  have
                  substantially   the  same   effect  as  the   stock   transfer
                  restrictions  contained in these  Bylaws,  and are approved in
                  writing by the  General  Counsel of the  Corporation,  are not
                  amended  without  such  approval,  and  certified or notarized
                  copies  thereof  are  at all  times  kept  on  file  with  the
                  Secretary of the Corporation;

                  (iii)  all  stock   certificates   of  the  personal   holding
                  corporation (or similar documents evidencing ownership of such
                  other similar  approved  entity) contain a legend  identifying
                  the existence of such transfer restrictions;

                  (iv) such personal  holding  corporation  or similar  approved
                  entity  shall  agree in writing  with the  Corporation  not to
                  issue or allot  any  additional  stock of any  class to anyone
                  other than the Shareholder;

                  (v) the  Shareholder and the personal  holding  corporation or
                  other similar  approved  entity agree with the  Corporation in
                  writing,  in a form  approved  by the  General  Counsel of the
                  Corporation,  that  they  will  abide  by  all  of  the  terms
                  restricting  the  transfer of the  Corporation's  stock as set
                  forth in these  Bylaws  (as they may be  amended  from time to
                  time)  and that  they will take or cause to be taken all steps
                  which may be required in order to assure  compliance  with the
                  stock  transfer   restrictions   contained  in  these  Bylaws,
                  including  an  agreement  not to  transfer  the  stock  of the
                  personal  holding  corporation (or other evidence of ownership
                  of a similar approved entity); and

                  (vi) the personal  holding  corporation  (or similar  approved
                  entity) and the  Shareholder  shall agree in writing with each
                  other and the Corporation that, upon the first to occur of:

                                    (A)     any event described in Section 9.4
                                    with respect to the Shareholder;

                                    (B) the bankruptcy,  insolvency, dissolution
                           (either voluntary or involuntary),  sale or merger of
                           the personal  holding  corporation  or other  similar
                           approved entity, or the sale or attempted sale of any
                           of its  stock,  other than in  accordance  with these
                           Bylaws,  or its assets, or the imposition of any lien
                           upon the  stock of the  Corporation  or other  assets
                           owned by the personal  holding  corporation  or other
                           similar approved entity; or

                                    (C)  the   amendment   of  the  Articles  of
                           Incorporation,  Bylaws, or other charter or governing
                           documents of such  personal  holding  corporation  or
                           other similar approved entity, which amendment is not
                           approved  in  writing by the  General  Counsel of the
                           Corporation,  or any breach of any of the  provisions
                           of subparagraphs (i) through (v) of this subsection;

                           all  stock  of  the  Corporation  then  owned  by the
                  personal holding  corporation or other similar approved entity
                  will be deemed to be offered  for sale by the same  procedures
                  as set forth in Section 9.1 hereof.

Section  9.3  Employee  Trusts.  Anything  in  this  Section  9 to the  contrary
notwithstanding,  Stock of the  Corporation  may be owned by one or more  trusts
maintained  exclusively for the benefit of employees of the  Corporation  and/or
any of its present or future  subsidiaries  and either  qualified  under Section
401(a)  or  501(a)  of the  Internal  Revenue  Code  of 1986  (or any  successor
statute),  or approved by the Board of  Directors of the  Corporation,  provided
that:

(a)      upon the occurrence of any event  specified in Section 9.4 with respect
         to any  employee  who is then a  beneficiary  of such trust,  the trust
         shall offer for sale in  accordance  with the terms and  provisions  of
         Section 9.4 hereof:

                  (i)      all Stock of the  Corporation,  if any,  allocated
                  to the separate account of such employee under the trust's
                  terms; and



<PAGE>


                  (ii) a pro rata portion of all Stock of the  Corporation  held
                  by such trust and not  allocated to the  separate  accounts of
                  beneficiaries,  such pro rata  portion  to be based  upon such
                  actuarial  and other  considerations  as the  trustees  of the
                  trust and the Board of Directors of the Corporation  shall, in
                  their absolute discretion, deem appropriate.

Section 9.4 Death, Termination of Employment, Bankruptcy, Liens. On the death of
a shareholder,  or upon the termination of a  shareholder's  employment with the
Corporation or any subsidiary of the Corporation, whether said termination be by
retirement,  voluntary or involuntary  termination,  or for any other reason, or
upon the  Corporation  receiving  actual  knowledge  that a  shareholder  or any
personal holding  corporation or similar approved entity as described in Section
9.2 has become  bankrupt or suffered or permitted the  imposition of any lien or
attachment  on any Stock of the  Corporation  owned by such  shareholder  or any
trust,  personal  holding company or other similar approved entity holding Stock
for his benefit, whichever first occurs ("Determination Date"), all Stock of the
Corporation then owned by such shareholder or his representative or held for his
benefit  in any  trust,  personal  holding  company  or other  entity  permitted
hereunder  shall be deemed  offered for sale and to  constitute  Offered  Shares
subject to  purchase by the same  procedure  as set forth in Section 9.1 of this
Section 9, excepting  that,  purchase of such shares shall occur on such Closing
Date (not more than 245 days after the Determination  Date), as the President or
Secretary shall determine with payment to be made in accordance with Section 9.6
hereof.  Any of  such  shares  of  Stock  not  elected  to be  purchased  by the
Corporation or by Eligible  Purchasers  within 245 days after the  Determination
Date shall be  purchased  by the  Corporation  unless and to the extent that the
Corporation is prohibited from doing so by the Delaware General Corporation Law.
For purposes of this Section 9.4,  notwithstanding  any other  provision of this
Bylaw,  a shareholder  shall be deemed to own all Stock  transferred by him to a
trust  satisfying  the terms and conditions of Section 9.2 hereof and such trust
shall have the same obligations with respect to the sale of such Stock hereunder
as the shareholder  would have had if the Stock had not been transferred to said
trust.

Section 9.5  Purchase Price.

(a)      The Purchase Price for any Stock of the Corporation shall be determined
         in accordance  with this Section 9.5,  excepting  that if a Disposition
         Notice  given under  Section 9.1  indicates an intention to make a bona
         fide sale of Stock for  value,  then the  Purchase  Price for any Stock
         which is the  subject of such  notice  (including  Stock which is being
         offered  pursuant  to the terms of Section  9.2 or 9.3) shall equal the
         price  set  forth in such  notice,  if such  price  is  lower  than the
         Purchase Price determined hereunder.

(b)      Except  as  provided  in   subparagraph   (a)  hereof  and  subject  to
         subparagraph (e) hereof,  the Purchase Price for any Stock purchased by
         an  Eligible  Purchaser  on or after July 1, 1996 shall be the  Formula
         Book Value of such Stock as of the last day of the Corporation's fiscal
         year coincident with or next preceding the Closing Date with respect to
         such purchase.

(c)      Except as provided in subparagraph  (a) hereof,  the Purchase Price for
         any Stock purchased by the Corporation hereunder shall be determined as
         follows  (subject to  appropriate  adjustment  to reflect stock splits,
         stock dividends, combinations of shares and similar recapitalizations):

                           The Purchase Price (P) per share for purchases by the
                  Corporation   with  a  date  of   Disposition   Notice   or  a
                  Determination   Date  on  or  after  July  1,  1990  shall  be
                  determined by the following formula:

                                P = [B x (1 + (r  x  n/12))] + (d x n/12)

                           B = Formula  Book  Value of such Stock as of the last
                  day of the  Corporation's  fiscal year coincident with or next
                  preceding the date of Disposition  Notice under Section 9.1 or
                  a   Determination   Date  under  Section  9.4,   whichever  is
                  applicable;

                           r = the actual  percentage  increase,  if any, in the
                  Formula  Book  Value  of such  Stock as of the last day of the
                  Corporation's fiscal year during which such Disposition Notice
                  or Determination Date occurs over the Formula Book Value as of
                  the last day of the Corporation's prior fiscal year;

                           n = the number of  completed  months  between (1) the
                  last day of the  Corporation's  fiscal year coincident with or
                  next preceding such Disposition Notice or Determination  Date,
                  and  (2)  the  date  of  such   Disposition   Notice  or  such
                  Determination Date, whichever is applicable; and

                           d = The dividend, if any, per share declared for such
                  Stock for the fiscal year during which such Disposition Notice
                  or Determination Date occurs (unless the shareholder  actually
                  receives the dividend for such year, in which case d = 0).

(d)      If, and only if, the Closing Date for the  purchase by the  Corporation
         or an Eligible  Purchaser of any Stock under Section 9.4 hereof is more
         than thirty (30) days after the  Determination  Date,  the  Corporation
         will pay the selling shareholder interest on the amount of the Net Book
         Value  denoted  as "B" in the  formula  set forth in  subparagraph  (c)
         hereof at the Loan Rate (as  described in Section  9.6(b)(iii)  hereof)
         from the Determination Date to the Closing Date.

(e)      Except as provided in  subparagraph  (a)  hereof,  with  respect to any
         purchases of Stock by an Eligible  Purchaser  from a shareholder  other
         than the Corporation,  the Corporation will pay the selling shareholder
         an amount  which is equal to "P" minus "B" in the  formula set forth in
         subparagraph (c) hereof.

Section 9.6 Payment.

(a)      The Purchase Price for Stock of the Corporation  purchased hereunder by
         an  Eligible  Purchaser  shall  be paid in  cash on the  Closing  Date,
         subject to Section  9.5(e)  hereof,  except as the purchaser and seller
         may otherwise agree.

(b.i)    Payments  by the  Corporation  of the  portion  of the  Purchase  Price
         representing  the pro rata  increase,  if any, in the Net Book Value of
         the  Stock  and  the  pro  rata   dividend  may  be  made  in  multiple
         installments  as may be determined  by the President or Secretary  from
         time-to-time, but no such installment shall be made later than eighteen
         (18) months after the Closing  Date except as provided in  subparagraph
         (b)(ii) hereof.

(b.ii)
Notwithstanding the provisions of subparagraph (b)(i) hereof, the Purchase Price
for Stock of the Corporation purchased hereunder by the Corporation may be paid,
at the option of the Corporation,  (i) all in cash, or (ii) twenty-five  percent
(25%)  in cash  and  the  balance  in a  non-negotiable  promissory  note of the
Corporation payable over a period of not more than three (3) years following the
Closing Date, no part of such note to be paid in the same calendar year in which
the stock is  purchased  unless such note is paid in full  within such  calendar
year,  such note to bear interest on the unpaid balance thereof at the Loan Rate
(as  hereinafter  defined),  or (iii) on such  other  terms  as  seller  and the
Corporation may agree in writing.

(b.iii)  "Loan Rate" shall mean the interest rate for Wyatt shareholder loans in
         effect at such bank or banks as the Board of  Directors,  the President
         or the  President's  designee shall have approved for such loans on the
         date of issue of a note pursuant to subparagraph (b)(ii) hereof, or the
         Determination Date pursuant to Section 9.5(d) hereof, or 10% per annum,
         whichever is lower.

Section 9.7 Endorsement on Stock  Certificates.  All  certificates  representing
Stock  of  the  Corporation  shall  be  conspicuously  endorsed  with  a  legend
substantially as follows:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER  THE  SECURITIES  ACT OF 1933.  THE  SHARES  REPRESENTED  BY THIS
         CERTIFICATE ARE SUBJECT TO AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED,
         HYPOTHECATED  OR OTHERWISE  DISPOSED OF EXCEPT UNDER THE  CIRCUMSTANCES
         SPECIFIED IN SECTION 9. OF THE BYLAWS OF THE  COMPANY,  A COPY OF WHICH
         MAY BE OBTAINED FROM THE SECRETARY OF THE WYATT COMPANY WHO WILL MAIL A
         COPY THEREOF  WITHOUT  CHARGE TO THE HOLDER  HEREOF  WITHIN 5 DAYS OF A
         WRITTEN REQUEST THEREFOR."

Section 9.8  [Reserved]


<PAGE>


Section 9.9  Definitions.

(a)      The term "Eligible Purchasers", as used herein, shall mean any of the
         following persons or entities:

                  (i)      full-time   employees  or  regular  part-time
                  employees  of  the  Corporation  or  its subsidiaries who
                  satisfy criteria approved from time-to-time by the Board
                  of Directors;

                  (ii)     a partner  engaged  full-time in a partnership
                  practice of any affiliate or subsidiary, if applicable,
                  of the Corporation;

                  (iii)    a director of the Corporation or any subsidiary
                  of the Corporation;

                  (iv) a corporation,  partnership, association, or other entity
                  with  which  the  Corporation   has  an  affiliated   business
                  relationship,  as designated from time to time by the Board of
                  Directors; or

                  (v) full-time  employees or regular part-time employees of any
                  corporation,  partnership,  association,  or other entity with
                  which the Corporation has an affiliated business  relationship
                  as designated  from time to time by the Board of Directors and
                  who satisfy  criteria  approved from time to time by the Board
                  of Directors.

         The Board of Directors  shall designate which persons in the categories
         of persons set forth  above  shall be deemed to be Eligible  Purchasers
         with respect to any particular transaction.  Designation as an Eligible
         Purchaser  in  connection  with any offer and sale  shall not create or
         imply any right to be so designated in connection  with any other offer
         or sale or, if so  designated,  to be  designated on the same terms and
         conditions.

(b)
Net Book Value of Common  Stock as used herein shall mean the  consolidated  net
book  value of the Common  Stock of the  Corporation  determined,  on an accrual
basis, by generally accepted accounting principles except that in computing such
Net  Book  Value  as of June  30,  1984,  or any  subsequent  fiscal  year  end,
consolidated assets of the Corporation  consisting of subscriber lists, computer
software  and data  banks used  principally  in  compensation  survey or related
businesses  carried on by the  Corporation or any subsidiary  shall be valued at
50% of the  Consolidated  income  received by the Corporation in respect of such
business  during the fiscal year then ended.  Formula  Book Value as used herein
shall mean the Net Book Value of the Company's Common Stock as of June 30, 1996,
increased  or  decreased  by net  income or  losses,  and all other  GAAP  basis
increases or decreases to Net Book Value occurring after June 30, 1996, adjusted
to (i) spread the economic  impact of certain real estate  sublease  losses over
the remaining  life of the sublease;  and (ii)  eliminate  annual changes in the
Currency  Translation  Adjustment ("CTA") occurring after June 30, 1996. Formula
Book Value shall be determined by the independent  certified public  accountants
of the Corporation from the Company's  consolidated financial statement prepared
on an accrual basis in accordance with generally accepted accounting  principles
as certified by such accountants, except as described above. Such determinations
shall be conclusive and binding upon the Corporation and all holders of stock.

(c)      The term "Closing Date"  hereunder  shall mean the time  established by
         the President or Secretary pursuant to Section 9.1, 9.4 or 9.5 hereof.

(d)      The term  "Corporation"  as used  herein in  Section  9 shall  mean the
         Corporation,  a  Subsidiary,  or an  Affiliate  as  defined  in ARTICLE
         FOURTEENTH of the Restated Certificate of Incorporation.

Section 9.10  Benefit.  The rights and  restrictions  contained  herein shall be
binding upon and inure to the benefit of all present and future  shareholders of
the Corporation, their heirs, executors, administrators, successors and assigns.

 Section 9.11 Amendment.  Except as provided below, this Section 9 of the Bylaws
of the Corporation may be altered, amended or repealed only upon the affirmative
vote of the holders of Stock  possessing at least 80% of the outstanding  voting
rights of the capital stock of the  Corporation,  voting as one aggregate class.
If any such  alteration,  amendment  or  repeal  affects  any  class or  classes
adversely,  then,  in addition  to the  affirmative  vote  required  above,  the
affirmative vote of holders of at least a majority of the outstanding  shares of
each class so affected,  voting separately as a class, shall be required, unless
the effect of such alteration,  amendment or repeal is adverse to all classes on
a substantially  equivalent basis.  Notwithstanding the foregoing, any amendment
to this Section 9 of the Bylaws of the Corporation describing the Purchase Price
of any class of Stock hereafter  authorized  shall require only such affirmative
vote of shareholders as Section 242 of the Delaware General  Corporation Law, as
then in  effect,  requires  to  amend  the  Company's  Restated  Certificate  of
Incorporation to authorize the issuance of such class.









g:\CORP:  BYL11_96.doc
Revised:  November 21, 1996