WATSON WYATT & COMPANY

                                 RESTATED BYLAWS
             (INCLUDES CHANGES APPROVED THROUGH AUGUST 22, 1997)


                                 * * * * * *


                             SHAREHOLDERS' MEETINGS

Section 1.1 PLACE OF MEETINGS.  All meetings of the  shareholders 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 1.2 ANNUAL MEETINGS.  An annual meeting of shareholders shall be held in
each year on a date and at a time  determined  by the Board of Directors and set
forth in the notice of such meeting.  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  1.3  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 1.4 SPECIAL  MEETINGS.  Special  meetings of the  shareholders,  for any
purpose  or  purposes,  unless  otherwise  prescribed  by the  Delaware  General
Corporation  Law as amended  from time to time (the  "DGCL") 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 1.5 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.

Section  1.6  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 the
DGCL, 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

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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  1.5 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 1.7  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 DGCL 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 1.8 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 (or other means  permitted by the DGCL) and bearing a
date not more than three years  prior to said  meeting,  unless said  instrument
provides for a longer period.

Section 1.9.  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 the DGCL or 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  in
accordance with the DGCL.

                                    DIRECTORS

Section 2.1 NUMBER AND TENURE 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 2.3. Each director
elected shall hold office until his successor is elected and  qualified,  except
that  for any  director  who is an  employee  of the  Corporation  or any of its
affiliates at the time of election to the Board it shall be a qualification  for
service as a director  that such  director  shall remain so employed so that the
term of any such director shall automatically terminate upon termination of such
director's  employment  with the  Corporation  or such affiliate for any reason,
unless the Board, by majority vote,  shall otherwise  determine.  Directors need
not be shareholders.

Section 2.2 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 2.3 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

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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.

Section 2.4 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 the DGCL 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 2.5 COMMITTEES OF DIRECTORS. The Board of Directors may designate one or
more  committees,  each  committee to consist of two or more of the directors of
the  Corporation  which,  to the extent  provided by  resolution of the Board of
Directors,  shall have and may  exercise the powers of the Board of Directors in
the  management  of the  business  and affairs of the  Corporation;  but no such
committee  shall  have the power or  authority  in  reference  to the  following
matters:  (a) approving or adopting,  or recommending to the  stockholders,  any
action or matter expressly  required by the DGCL to be submitted to shareholders
for  approval  or  (b)  adopting,   amending  or  repealing  any  bylaw  of  the
Corporation.  Such committees shall have such name or names as may be determined
from time to time by  resolution  adopted by the Board of  Directors  and,  when
required  by the Board,  shall keep  regular  minutes of their  proceedings  and
report the same to the Board. The Board of Directors may appoint persons who are
not directors to serve on Board committees, provided that to the extent any such
committee exercises powers of the Board of Directors that have been specifically
delegated  to it,  such  committee  shall act  solely by vote of  members of the
committee who are also members of the Board of Directors.

Section 2.6  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 2.7 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,  if any,  the  President or the
Secretary in the notice of such meeting or waiver thereof.

Section 2.8 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,  if any, 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  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 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.

<PAGE>

Section 2.9 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 the DGCL 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  2.10  NOTICES.  Whenever  under  the  provisions  of the DGCL 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 or courier,  addressed to such director or shareholder at such address
as appears on the books of the  Corporation,  and such notice shall be deemed to
be given at the time when the same shall be thus mailed or sent by  facsimile or
courier.

Section  2.11  WAIVERS OF NOTICE.  Whenever  any notice is  required to be given
under  the   provisions  of  the  DGCL  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  3.1  OFFICERS  DESIGNATED.  The  officers of the  Corporation  shall be
elected by the Board of Directors at its annual meeting or any special  meeting.
They may  include a  Chairman  of the Board and  shall  include a  President,  a
Secretary,  and such other officers as the Board of Directors may determine. One
person may hold any two of said  offices  except the  offices of  President  and
Secretary.

Section 3.2 TENURE OF OFFICE.  The officers of the Corporation shall hold office
until  the next  annual  meeting  of the  Board of  Directors  and  until  their
respective  successors  are  chosen and  qualified,  except (a) that the term of
office of any officer who is an employee of the Corporation shall  automatically
terminate upon  termination of such officer's  employment by the Corporation for
any reason and (b) in case of the officer's prior resignation, death or removal.
The Board of  Directors  may also remove any officer at any time with or without
cause  by the  vote of a  majority  of the  directors  in  office  at the  time.
Subordinate  officers  appointed by the President in accordance with Section 3.4
may be removed by the President.

Section 3.3 POWERS AND DUTIES OF OFFICERS. The officers of the Corporation shall
have such  powers  and duties in the  management  of the  Corporation  as may be
prescribed by the Board of Directors or delegated by the  President  and, to the
extent  not so  provided,  as  generally  pertain to their  respective  offices,
subject to the control of the Board of Directors.

Section 3.4  SUBORDINATE  OFFICERS,  ETC. The President of the  Corporation  may
appoint  such  Assistant  Vice  Presidents,  Assistant  Secretaries,   Assistant
Treasurers,  or other Officers,  and such agents as the President may determine,
to hold office for such  period,  and with such  authority  and to perform  such
duties as the President may from time to time determine.

<PAGE>

Section 3.5  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 3.6 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
Sections 3.1, 3.2 and 3.4.


                                 SHARES OF STOCK

Section 4.1 REGULATIONS. Subject to the terms of any contract of the Corporation
and the DGCL,  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 4.2 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 the DGCL).  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 DGCL. 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  4.3 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

<PAGE>

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 the DGCL.

                            MISCELLANEOUS PROVISIONS

Section  5.1 FISCAL  YEAR.  The fiscal  year of the  Corporation  shall end on
June 30th of each year.

Section  5.2 BOOKS.  The books of the  Corporation  may be kept  (subject to any
provision contained in the DGCL) within or without the State of Delaware at such
place  or  places  as may be  designated  from  time  to time  by the  Board  of
Directors.

Section 5.3 FACSIMILES. Any copy, facsimile  telecommunication or other reliable
reproduction of a writing,  transmission or signature may be substituted or used
in lieu of the  original  writing,  transmission  or  signature  for any and all
purposes  for which the original  writing,  transmission  or signature  could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing, transmission or
signature, as the case may be.

Section 5.4 DEPOSITORIES.  The Board of Directors, the Chairman of the Board, if
any, the President, and such other officers as may be delegated authority by the
Board of  Directors  or one of the  foregoing  officers,  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 5.5 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,  if any,  the
President,  and the Executive Vice President or Chief Financial Officer, if any,
or one of the  foregoing  officers and another  officer  elected by the Board of
Directors pursuant to Section 3.1 hereof.

Section 5.6  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  5.7  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.

<PAGE>

Section 5.8  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  or  alternative  dispute
     resolution   procedure,   whether  civil,   criminal,   administrative   or
     investigative  (hereinafter a "proceeding"),  by reason of the fact that he
     or she,  or a person of whom he or she 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,  manager,
     officer, partner, trustee, employee or agent of another corporation or of a
     partnership,  limited  liability  company,  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 or her heirs, executors and administrators. Until such time as there
     has been a final judgment to the contrary, a person shall be presumed to be
     entitled  to be  indemnified  under  this  Section  5.8(a).  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.

(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 or she 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

<PAGE>

     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,  manager, officer, partner, trustee, employee or agent of
     the  Corporation or another  corporation,  partnership,  limited  liability
     company,  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
     or she shall be  indemnified  against all costs and  expenses  actually and
     reasonably  incurred  by him or her or on his or her  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 5.9 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 5.9 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.

Sections  6 - 8 [RESERVED]


                        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

<PAGE>

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.

<PAGE>

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:

<PAGE>

     (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;

     (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
<PAGE>

               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

      (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 DGCL.  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.

<PAGE>

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(l +(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

<PAGE>

     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 CORPORATION,  A COPY OF WHICH MAY BE OBTAINED FROM
      THE  SECRETARY  OF  WATSON  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 Corporation'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 Corporation'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.

<PAGE>

(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 DGCL, as then in effect,  requires to
amend the Corporation's  Restated  Certificate of Incorporation to authorize the
issuance of such class.