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                                                                     EXHIBIT 3.2


                                    BY-LAWS
                                       OF
                      ASSOCIATES FIRST CAPITAL CORPORATION
                                (THE "COMPANY")

                             ADOPTED APRIL 30, 1996
                         AS AMENDED SEPTEMBER 25, 1996

                                   ARTICLE I.

                                    OFFICES

     The registered office of the Company shall be in the City of Wilmington,
County of New Castle, State of Delaware. The Company may also have one or more
offices at such other places, either inside or outside of the State of
Delaware, as the Board of Directors may from time to time determine or as the
business of the Company may require. The books and records of the Company may
be kept (subject to the provisions of the laws of the State of Delaware) at any
place, either inside or outside of the State of Delaware, as from time to time
may be determined by the Board of Directors.

                                  ARTICLE II.

                                  STOCKHOLDERS

SECTION 1.  PLACE OF MEETING.

     Meetings of stockholders (whether annual or special) shall be held at such
place, either inside or outside of the State of Delaware, as the Board of
Directors shall from time to time determine.

SECTION 2.  ANNUAL MEETING.

     The annual meeting of stockholders shall be held on the last Thursday of
May of each year or at such other time as shall be determined by the Board of
Directors. Should said day be a legal holiday, such annual meeting shall be
held on the preceding regular business day. If, for any reason, the annual
meeting be not held at the time aforesaid, the directors shall fix another date
for such meeting.

SECTION 3. SPECIAL MEETINGS.

     Unless otherwise prescribed by law or by the Company's Restated
Certificate of Incorporation, as amended from time to time (the "Charter"),
special meetings of stockholders may be held at any time on call of the
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors,
the President, or, at the request in writing of a majority of the Board of
Directors, any officer. Such request shall state the purpose or purposes of the
proposed meeting.

SECTION 4.  NOTICE OF MEETINGS.

     Except as otherwise provided by law, at least twenty (20) days' notice of
stockholders' meetings stating the time and place and the objects thereof shall
be given by the Chairman of the Board of Directors, a Vice Chairman of the
Board of Directors, the President, the Secretary or an Assistant Secretary to
each stockholder of record having voting power in respect of the business to be
transacted thereat. Subject to Section 5 of this Article II, no business other
than that stated in the notice shall be transacted at any meeting.

SECTION 5.  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

    (A) Annual Meetings of Stockholders.
        (1)  Nominations of persons for election to the Board of Directors and
        the proposal of business to be considered by the stockholders may be



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        made at an annual meeting of stockholders (a) pursuant to the Company's
        notice of meeting delivered pursuant to Section 4 of this Article II,
        (b) by or at the direction of the Board of Directors or (c) by any
        stockholder of the Company who is entitled to vote at the meeting, who
        complied with the notice procedures set forth in paragraphs (A)(2) and
        (A)(3) of this Section 5 and who was a stockholder of record at the
        time such notice is delivered to the Secretary of the Company. 

        (2) For nominations or other business to be properly brought before an
        annual meeting by a stockholder pursuant to clause (c) of paragraph
        (A)(1) of this Section 5, the stockholder must have given timely notice
        thereof in writing to the Secretary of the Company and such business
        must be a proper subject for stockholder action under the General
        Corporation Law of the State of Delaware. To be timely, a stockholder's
        notice shall be delivered to the Secretary at the principal executive
        offices of the Company not less than sixty (60) days nor more than
        ninety (90) days prior to the first anniversary of the preceding year's
        annual meeting; provided, however, that in the event that the date of
        the annual meeting is advanced by more than thirty (30) days or delayed
        by more than sixty (60) days from such anniversary date, notice by the
        stockholder to be timely must be so delivered not earlier than the
        ninetieth day prior to such annual meeting and not later than the close
        of business on the later of the sixtieth day prior to such annual
        meeting or the tenth day following the day on which public announcement
        of the date of such meeting is first made. Such stockholder's notice
        shall set forth (a) as to each person whom the stockholder proposes to
        nominate for election or reelection as a director all information
        relating to such person that is required to be disclosed in
        solicitations of proxies for election of directors, or is otherwise
        required, in each case pursuant to Regulation 14A under the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), (including such
        person's written consent to being named in the proxy statement as a
        nominee and to serving as a director if elected); (b) as to any other
        business that the stockholder proposes to bring before the meeting, a
        brief description of the business desired to be brought before the
        meeting, the reasons for conducting such business at the meeting and
        any material interest in such business of such stockholder and the
        beneficial owner, if any, on whose behalf the proposal is made; and (c)
        as to the stockholder giving the notice and the beneficial owner, if
        any, on whose behalf the nomination or proposal is made (i) the name
        and address of such stockholder, as they appear on the Company's books,
        and of such beneficial owner and (ii) the class and number of shares of
        the Company which are owned beneficially and of record by such
        stockholder and such beneficial owner. 

        (3) Notwithstanding anything in the second sentence of paragraph (A)(2)
        of this Section 5 to the contrary, in the event that the number of
        directors to be elected to the Board of Directors is increased and
        there is no public announcement naming all of the nominees for director
        or specifying the size of the increased Board of Directors made by the
        Company at least seventy (70) days prior to the first anniversary of
        the preceding year's annual meeting, a stockholders's notice required
        by this Section 5 shall also be considered timely, but only with
        respect to nominees for any new positions created by such increase, if
        it shall be delivered to the Secretary at the principal executive
        offices of the Company not later than the close of business on the
        tenth day following the day on which such public announcement is first
        made by the Company.

    (B) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Company's notice of meeting pursuant to Section 4 of
this Article II. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Company's notice of meeting (a) by or at the direction
of the Board of Directors or (b) by any stockholder of the Company who is
entitled to vote at the meeting, who complies with the notice procedures set


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forth in this Section 5 and who is a stockholder of record at the time such
notice is delivered to the Secretary of the Company. Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice required by
paragraph (A)(2) of this Section 5 shall be delivered to the Secretary at the
principal executive offices of the Company not earlier than the ninetieth day
prior to such special meeting and not later than the close of business on the
later of the sixtieth day prior to such special meeting or the tenth day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.

    (C) General.

        (1) Only persons who are nominated in accordance with the procedures
        set forth in this Section 5 shall be eligible to serve as directors and
        only such business shall be conducted at a meeting of stockholders as
        shall have been brought before the meeting in accordance with the
        procedures set forth in this Section 5. Except as otherwise provided by
        law, the Charter or these By-laws, the chairman of the meeting shall
        have the power and duty to determine whether a nomination or any
        business proposed to be brought before the meeting was made in
        accordance with this Section 5 and, if any proposed nomination or
        business is not in compliance with this Section 5, to declare that such
        defective proposal or nomination shall be disregarded.

        (2) For purposes of this Section 5, "public announcement" shall mean
        disclosure in a press release reported by the Dow Jones News Service,
        Associated Press or comparable national news service or in a document
        publicly filed by the Company with the Securities and Exchange
        Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

        (3) Notwithstanding the foregoing provisions of this Section 5, a
        stockholder shall also comply with all applicable requirements of the
        Exchange Act and the rules and regulations thereunder with respect to
        the matters set forth in this Section 5. Nothing in this Section 5
        shall be deemed to affect any rights of stockholders to request
        inclusion of proposals in the Company's proxy statement pursuant to
        Rule 14a-8 under the Exchange Act.

SECTION 6.  QUORUM.

     At any meeting of stockholders, the number of shares the holders of which
shall be present or represented by proxy in order to constitute a quorum
for,and the votes that shall be necessary for, the transaction of any business
shall be as expressly provided in Article 4 of the Charter. At any meeting of
stockholders at which a quorum is not present, the person serving as chairman
of the meeting or the holders of shares entitled to cast a majority of all of
the votes which could be cast at such meeting by the holders of outstanding
shares of stock of the Company who are present in person or by proxy and who
are entitled to vote on every matter that is to be voted on without regard to
class at such meeting may adjourn the meeting from time to time.

SECTION 7.  ORGANIZATION AND CONDUCT OF BUSINESS.

    The Chairman of the Board of Directors shall act as chairman of meetings of
the stockholders. The Board of Directors may designate any other officer or
director of the Company to act as chairman of any meeting in the absence of the
Chairman of the Board of Directors, and the Board of Directors may further
provide for determining who shall act as chairman of any stockholders' meeting
in the absence of the Chairman of the Board of Directors and such designee. The
person serving as chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to him or her in
order.

    The Secretary of the Company shall act as secretary of all meetings of the
stockholders, but in the absence of the Secretary the presiding officer may
appoint any other person to act as secretary of any meeting.


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SECTION 8.  PROXIES AND VOTING.

     At any meeting of stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

     All voting, including on the election of directors but excepting where
otherwise required by law, may be a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or by his or her proxy, a
stock vote shall be taken. Every stock vote shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.

SECTION 9.  STOCK LISTS.

     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

SECTION 10.  RATIFICATION.

     Any transaction questioned in any stockholders' derivative suit, or any
other suit to enforce alleged rights of the Company or any of its stockholders,
on the ground of lack of authority, defective or irregular execution, adverse
interest of any director, officer or stockholder, nondisclosure, miscomputation
or the application of improper principles or practices of accounting may be
approved, ratified and confirmed before or after judgment by the Board of
Directors or by the holders of the Company's Class A Common Stock, par value
$.01 per share ("Class A Common Stock") and the holders of the Company's Class
B Common Stock, par value $.01 per share ("Class B Common Stock") voting as
provided in paragraph (g) of Article 4 of the Charter, and, if so approved,
ratified or confirmed, shall have the same force and effect as if the
questioned transaction had been originally duly authorized, and said approval,
ratification or confirmation shall be binding upon the Company and all of its
stockholders and shall constitute a bar to any claim or execution of any
judgment in respect of such questioned transaction.

SECTION 11.  INSPECTORS OF ELECTION.

    The Board of Directors may, and to the extent required by law, shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act
at the meeting, decide upon the qualification of voters, count the votes,
decide the results and make a written report thereof in accordance with the
General Corporation Law of the State of Delaware. The Board of Directors may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting may, and to the extent


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required by law, shall, appoint one or more inspectors to act at the meeting.
Each inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. Every vote taken
by ballots hall be counted by an inspector or inspectors appointed by the
chairman of the meeting.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

SECTION 1.  NUMBER, TERM OF OFFICE AND ELIGIBILITY.

     Subject to any rights of holders of Preferred Stock to elect additional
directors under specified circumstances, as provided in Article 5 of the
Charter, the number of directors of the Company shall be fixed from time to
time exclusively by resolution of the Board of Directors adopted by the
affirmative vote of directors constituting not less than a majority of the
total number of directors that the Company would have it there were no
vacancies on the Company's Board of Directors, but shall consist of not more
than twelve (12) nor less than three (3) directors. Each director shall be
elected annually by ballot by the holders of Class A Common Stock and the
holders of Class B Common Stock voting as provided in paragraph (g) of Article
4 of the Charter at the annual meeting of stockholders, to serve until his or
her successor shall have been elected and shall have qualified, except as
provided in this Section 1. No person may be elected or re-elected a director
of the Company if at the time of his or her election or re-election he or she
shall have attained the age of seventy years, and the term of any director who
shall have attained such age while serving as a director shall terminate as of
the time of the first annual meeting of stockholders following his or her
seventieth birthday; provided, however, that the Board of Directors by
resolution may waive such age limitation in any year and from year to year with
respect to any director or directors. Subject to any rights of holders of
Preferred Stock, and unless the Board of Directors otherwise determines, any
vacancy occurring in the Board of Directors caused by death, resignation,
increase in number of directors or otherwise may be filled by the affirmative
vote of a majority of the remaining members of the Board of Directors, though
less than a quorum, or by a sole remaining director, and except as otherwise
provided by law, any such vacancy may not be filled by the stockholders of the
Company, and any director so elected shall hold office until the next election
of directors and until his or her successor is duly elected and qualified, or
until his or her earlier death, resignation or removal.

SECTION 2.  MEETINGS.

    Meetings of the Board of Directors may be held at such place, either inside
or outside of the State of Delaware, as may from time to time be designated by
the Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors, the President or resolution of the Board of Directors or as may be
specified in the call of any meeting. In the absence of any such designation,
the meetings shall be held at the principal office of the Company in Irving,
Texas.

    An annual meeting of the Board of Directors shall be held on the same day
as, and as soon as practicable following the annual meeting of stockholders or
at such other time or place as shall be determined by the Board of Directors at
its regular meeting next preceding said annual meeting of stockholders. Regular
meetings of the Board of Directors shall be held on the last Thursday of
February, May, August and November of each year or at such other time as shall
be determined by the Board of Directors. Should said day be a legal holiday,
such regular meeting shall be held on the next Thursday that is not a legal
holiday.

    Special meetings of the Board of Directors may be held at any time on the
call of the Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors, the President or the Board of Directors. Meetings may be held at any


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time or place without notice if all the directors are present or if those not
present waive notice of the meeting in writing.


SECTION 3.  NOTICE OF MEETINGS.

     The Secretary or an Assistant Secretary shall give notice of the time and
place of meetings of the Board of Directors (excepting the annual meeting of
directors) by (i) mailing or sending via courier such notice not later than
during the second day preceding the day on which such meeting is to be held, or
(ii) by (a) sending a facsimile transmission or other form of electronic
communication containing such notice or (b) delivering such notice personally
or by telephone, in each case, not later than during the first day preceding
the day on which such meeting is to be held to each director. Unless otherwise
stated in the notice thereof any and all business may be transacted at any
meeting.

SECTION 4.  QUORUM AND ORGANIZATION OF MEETINGS.

    One-third of the total number of members of the Board of Directors as
constituted from time to time, but in no event less than three, shall
constitute a quorum for the transaction of business; but if at any meeting of
the Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time, and the meeting may be
held as adjourned without further notice or waiver. Except as otherwise
provided by law or by the Charter or these By-laws, a majority of the directors
present at any duly constituted meeting may decide any question brought before
such meeting.

    Meetings shall be presided over by the Chairman of the Board of Directors
or, in his or her absence, by such other person as the Board of Directors may
designate or the members present may select.

SECTION 5.  POWERS.

    In addition to the powers and authorities by these By-laws expressly
conferred upon them, the Board of Directors shall have and may exercise all
such powers of the Company and do all such lawful acts and things that are not
by statute, the Charter or these By-laws directed or required to be exercised
or done by the stockholders. Without prejudice to or limitation of such general
powers and any other powers conferred by statute, the Charter or these Bylaws,
the Board of Directors shall have the following powers:

             (1) To determine, subject to the requirements of law and of
paragraph (c)(2) of Article 4 of the Charter, what, if any, dividends shall be
declared and paid to the stockholders out of net profits, current or
accumulated, or out of surplus or other assets of the Company available for
dividends.

             (2) To fix, and from time to time to vary, the amount of working
capital of the Company, and to set aside from time to time out of net profits,
current or accumulated, or surplus of the Company such amount or amounts as
they in their discretion may deem necessary and proper as, or as a safeguard to
the maintenance of working capital, as a reserve for contingencies, as a
reserve for repairs, maintenance, or rehabilitation, as a reserve for
revaluation of profits of the Company or for such other proper purpose as may
in the opinion of the directors be in the best interests of the Company, and in
their sole discretion to abolish or modify any such provision for working
capital or any such reserve, and to credit the amount thereof to net profits,
current or accumulated, or to the surplus of the Company.

             (3) To purchase, or otherwise acquire for the Company, any
business, property, rights or privileges which the Company may at the time be
authorized to acquire, at such price or consideration and generally on such
terms and conditions as they think fit; and at their discretion to pay therefor
either wholly or partly in money, stock, bonds, debentures or other securities
of the Company.

             (4) To create, make and issue mortgages, bonds, deeds of trust,
trust agreements or negotiable or transferable instruments or securities,
secured by mortgage or otherwise, and to do every other act and thing necessary
to effect the same.


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             (5) To appoint any person or corporation to accept and hold in
trust for the Company any property belonging to the Company, or in which it is
interested, or for any other purpose, and to execute such deeds and do all
things requisite in relation to any such trust.

             (6) To remove any officer of the Company with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being.

             (7) To confer upon any officer of the Company the power to
appoint, remove and suspend subordinate officers, agents and employees.

             (8) To determine who shall be authorized on the Company's behalf,
either generally or specifically, to make and sign bills, notes, acceptances,
endorsements, checks, releases, receipts, contracts, conveyances, and all other
written instruments executed on behalf of the Company.

             (9) To make and change regulations, not inconsistent with these
By-laws, for the management of the Company's business and affairs.

            (10) To adopt and, unless otherwise provided therein, to amend and
repeal, from time to time, bonus and supplemental compensation plans for
employees (including employees who are officers or directors) of the Company or
any subsidiary. Power to construe, interpret, administer, modify or suspend any
such plan shall be vested in the Board of directors or a committee thereof.

            (11) To adopt a retirement plan, or plans, for the purpose of
making retirement payments to employees (including employees who are officers
or directors) of the Company or of any subsidiary thereof; and to adopt a group
insurance plan, or plans, for the purpose of enabling employees (including
employees who are officers or directors) of the Company or of any subsidiary
thereof to acquire insurance protection; any such retirement plan or insurance
plan, unless otherwise provided therein, shall be subject to amendment or
revocation by the Board of Directors.

            (12) To delegate any of the powers of the Board of Directors in the
course of the business of the Company to any officer, employee or agent, and to
appoint any person the agent of the Company, with such powers (including the
power to subdelegate) and upon such terms as the Board of Directors may think
fit.

SECTION 6.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.

     Each director, each member of any committee designated by the Board of
Directors and each officer, in the performance of his or her duties, shall be
fully protected in relying in good faith upon such information, opinions,
reports or statements presented to the Company by any of its officers or
employees, or by committees of the Board of Directors, or by any other person,
as to matters such director, member or officer, as the case may be, reasonably
believes are within such person's professional or expert competence and who has
been selected with reasonable care by the Board of Directors or by any such
committee, or in relying in good faith upon other records of the Company.

SECTION 7.  COMPENSATION OF DIRECTORS.

     Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, services as members of committees of the Board
of Directors; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity and receiving compensation therefor.

SECTION 8.  MEETINGS BY MEANS OF CONFERENCE TELEPHONE.

     Unless otherwise provided by the Charter or these By-laws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or such committee by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in 

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a meeting pursuant to this Section 8 shall constitute presence in person at
such meeting.
   
                                  ARTICLE IV.

                                   COMMITTEES

SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.

     There are hereby established as committees of the Board of Directors an
Audit Committee, a Compensation Committee and a Nominating Committee, each of
which shall have the powers and functions set forth in Sections 2, 3 and 4
hereof, respectively, and such additional powers as may be delegated to it by
the Board of Directors. The Board of Directors may from time to time establish
additional standing committees or special committees of the Board of Directors,
each of which shall have such powers and functions as may be delegated to it by
the Board of Directors. The Board of Directors may abolish any committee
established by or pursuant to this Section 1 as it may deem advisable. Each
such committee shall consist of two or more directors, the exact number being
determined from time to time by the Board of Directors. Designations of the
chairman and members of each such committee, and, if desired, a vice chairman
and alternates for members, shall be made by the Board of Directors. In the
absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at
the meeting and not disqualified from voting whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member. Each committee shall have a secretary who shall be designated by its
chairman. A vice chairman of a committee shall act as the chairman of the
committee in the absence or disability of the chairman.

SECTION 2.  AUDIT COMMITTEE.

     The Audit Committee shall select and engage, on behalf of the Company,
independent public accountants to (1) audit the books of account and other
corporate records of the Company and (2) perform such other duties as the Audit
Committee may from time to time prescribe. The Audit Committee shall transmit
financial statements certified by such independent public accountants to the
Board of Directors after the close of each fiscal year. The selection of
independent public accountants for each fiscal year shall be made in advance of
the annual meeting of stockholders in such fiscal year and shall be submitted
for ratification or rejection at such meeting. The Audit Committee shall confer
with such accountants and review and approve the scope of the audit of the
books of account and other corporate records of the Company. The Audit
Committee shall have the power to confer with and direct the officers of the
Company to the extent necessary to review the internal controls, accounting
practices, financial structure and financial reporting of the Company. From
time to time the Audit Committee shall report to and advise the Board of
Directors concerning the results of its consultation and review and such other
matters relating to the internal controls, accounting practices, financial
structure and financial reporting of the Company as the Audit Committee
believes merit review by the Board of Directors. The Audit Committee also shall
perform such other functions and exercise such other powers as may be delegated
to it from time to time by the Board of Directors.

SECTION 3.  COMPENSATION COMMITTEE.

     The Compensation Committee shall fix from time to time the compensation of
members of the Board of Directors who are officers or employees of the Company
and of all members of the Management Committee of the Company who are officers
or employees of the Company. The Compensation Committee shall also perform such
functions as may be delegated to it under the provisions of any bonus,
supplemental compensation, special compensation or stock option plan of the
Company.


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SECTION 4.  NOMINATING COMMITTEE.

     The Nominating Committee from time to time shall consider and make
recommendations to the Board of Directors with respect to nominations or
elections of directors and officers of the Company and the appointments of such
other employees of the Company as shall be referred to the Nominating
Committee.

     The Nominating Committee from time to time shall consider the size and
composition of the Board of Directors and make recommendations to the Board of
Directors with respect to such matters. Prior to the annual meeting of
stockholders each year, and prior to any special meeting of stockholders at
which a director is to be elected, the Nominating Committee shall recommend to
the Board of Directors persons proposed to constitute the nominees whose
election at such meeting will be recommended by the Board of Directors.

     The authority vested in the Nominating Committee by this Section 4 shall
not derogate from the power of individual members of the Board of Directors to
recommend or place in nomination persons other than those recommended by the
Nominating Committee.

     The Nominating Committee also shall perform such other functions and
exercise such other powers as may be delegated to it from time to time by the
Board of Directors.

SECTION 5.  OTHER COMMITTEES.

     The Board of Directors, or any committee, officer or employee of the
Company may establish additional standing committees or special committees to
serve in an advisory capacity or in such other capacities as may be permitted
by law, the Charter and these By-laws. The members of any such committee need
not be members of the Board of Directors. Any committee established pursuant to
this Section 5 may be abolished by the Board of Directors or by the person or
body by whom it was established as he, she or it may deem advisable. Each such
committee shall consist of two or more members, the exact number being
determined from time to time by such person or body. Designations of members of
each such committee and, if desired, alternates for members, shall be made by
such person or body, at whose will all such members and alternates shall serve.
The chairman of each such committee shall be designated by such person or body.
Each such committee shall have a secretary who shall be designated by the
chairman.

SECTION 6.  RULES AND PROCEDURES.

     Each committee may fix its own rules and procedures and shall meet at such
times and places as may be provided by such rules, by resolution of the
committee or by call of the chairman or vice chairman. Notice of meeting of
each committee, other than of regular meetings provided for by its rules or
resolutions, shall be given to committee members. The presence of one-third of
its members, but not less than two, shall constitute a quorum of any committee,
and all questions shall be decided by a majority vote of the members present at
the meeting. All action taken at each committee meeting shall be recorded in
minutes of the meeting.

SECTION 7.  APPLICATION OF ARTICLE.

     Whenever any provision of any other document relating to any committee of
the Company named therein shall be in conflict with any provision of this
Article IV, the provisions of this Article IV shall govern, except that if such
other document shall have been approved by the stockholders, voting as provided
in the Charter, or by the Board of Directors, the provisions of such other
document shall govern.


<PAGE>   10

                                   ARTICLE V.

                                    OFFICERS

 SECTION 1.  OFFICERS.

     The Officers of the Company shall include a Chairman of the Board of
Directors and may include one or more Vice Chairmen of the Board of Directors,
each of whom shall be chosen from among the directors, a President and a
Secretary, each of whom shall be elected by the Board of Directors to hold
office until his or her successor shall have been chosen and shall have
qualified. The Chairman of the Board of Directors or the President may elect or
appoint one or more Senior Executive Vice Presidents, one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, a Treasurer, a Comptroller, a General Counsel, one or more
Assistant Vice Presidents, one or more Assistant Treasurers, one or more
Assistant Comptrollers, one or more Assistant General Counsels, one or more
Assistant Secretaries, and the Chairman of the Board of Directors or President
may elect or appoint such other officers as such officer may deem necessary, or
desirable, each of whom shall have such authority, shall perform such duties
and shall hold office for such term as may be prescribed by the Board of
Directors from time to time. Any person may hold at one time more than one
office, excepting that the duties of the President and Secretary shall not be
performed by one person.

SECTION 2.  CHAIRMAN OF THE BOARD OF DIRECTORS.

     The Chairman of the Board of Directors shall be the Chief Executive
Officer of the Company. Subject to the provisions of these By-laws and to the
direction of the Board of Directors, he or she shall have ultimate authority
for decisions relating to the general management and control of the affairs and
business of the Company and shall perform all other duties and exercise all
other powers commonly incident to the position of Chief Executive Officer or
which are or from time to time may be delegated to him or her by the Board of
Directors, or which are or may at any time be authorized or required by law. He
or she shall preside at all meetings of the Board of Directors. He or she may
redelegate from time to time and to the full extent permitted by law, in
writing, to officers or employees of the Company any or all of such duties and
powers, and any such redelegation may be either general or specific. Whenever
he or she so shall delegate any of his or her authority, he or she shall file a
copy of the redelegation with the Secretary of the Company.

SECTION 3.  VICE CHAIRMEN OF THE BOARD OF DIRECTORS.

     Subject to the provisions of these By-laws and to the direction of the
Board of Directors and of the Chief Executive Officer, the Vice Chairmen of the
Board of Directors shall have such powers and shall perform such duties as from
time to time may be delegated to them by the Board of Directors or by the Chief
Executive Officer, or which are or may at any time be authorized or required by
law.

SECTION 4.  PRESIDENT.

     Subject to the provisions of these By-laws and to the direction of the
Board of Directors and of the Chief Executive Officer, the President shall have
such powers and shall perform such duties as from time to time may be delegated
to him or her by the Board of Directors or by the Chief Executive Officer, or
which are or may at any time be authorized or required by law. 

SECTION 5.  SENIOR EXECUTIVE VICE PRESIDENTS, EXECUTIVE VICE PRESIDENTS, SENIOR
            VICE PRESIDENTS AND VICE PRESIDENTS.

     Each of the Senior Executive Vice Presidents, each of the Executive Vice
Presidents, each of the Senior Vice Presidents and each of the other Vice
Presidents shall have such powers and shall perform such duties as may be
delegated to him or her by the Board of Directors, the Chairman of the Board of
Directors, the President or such other officer or officers to whom he or she is
directly responsible.


<PAGE>   11

SECTION 6.  TREASURER AND ASSISTANT TREASURER.

     The Treasurer, subject to the direction of the Board of Directors, shall
have the care and custody of all funds and securities of the Company which may
come into his or her hands. When necessary or proper he or she shall endorse on
behalf of the Company, for collection, checks, notes and other obligations, and
shall deposit all funds of the Company in such banks or other depositaries as
may be designated by the Board of Directors or by such officers or employees as
may be authorized by the Board of Directors so to designate. He or she shall
perform all acts incident to the office of Treasurer, subject to the control of
the Board of Directors and such other officer or officers to whom he or she is
directly responsible. He or she may be required to give a bond for the faithful
discharge of his or her duties, in such sum and upon such conditions as the
Board of Directors may require.

     At the request and direction of the Treasurer or, in the case of his or
her absence or inability to act, any Assistant Treasurer may act in his or her
place.

     In the case of the death of the Treasurer, or in the case of his or her
absence or inability to act without having designated an Assistant Treasurer to
act temporarily in his or her place, the Assistant Treasurer so to perform the
duties of the Treasurer shall be designated by the Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors, the President or an
Executive Vice President.

SECTION 7.  SECRETARY AND ASSISTANT SECRETARY.

     The Secretary shall keep full and accurate minutes of the meetings of the
stockholders and of the Board of Directors in the proper record book of the
Company provided therefor, and, when required, the minutes of meetings of the
committees, and shall be responsible for the custody of all such minutes.
Subject to the direction of the Board of Directors, the Secretary shall have
custody of the stock ledgers and documents of the Company. He or she shall have
custody of the corporate seal of the Company and shall affix and attest such
seal to any instrument whose execution under seal shall have been duly
authorized. He or she shall give due notice of meetings and, subject to the
direction of the Board of Directors, shall perform all other duties commonly
incident to his or her office or as properly required of him or her by the
Chairman of the Board of Directors and such other officer or officers to whom
he or she is directly responsible and shall enjoy all other powers commonly
incident to his or her office.

     At the request and direction of the Secretary or, in the case of his or
her absence or inability to act, any Assistant Secretary may act in his or her
place.

     In the case of the death of the Secretary, or in the case of his or her
absence or inability to act without having designated an Assistant Secretary to
act temporarily in his or her place, the Assistant Secretary or other person so
to perform the duties of the Secretary shall be designated by the Chairman of
the Board of Directors, a Vice Chairman of the Board of Directors, the
President or an Executive Vice President.

SECTION 8.  ASSISTANT VICE PRESIDENTS AND OTHER OFFICERS.

     Each assistant vice president and other officers shall perform such duties
commonly incident to his or her office or as properly required of him or her by
the Chairman of the Board of Directors and such other officer or officers to
whom he or she is directly responsible.

SECTION 9.  GENERAL COUNSEL.

     The General Counsel shall have general supervision of all matters of a
legal nature concerning the Company. He or she shall perform all such duties
commonly incident to his or her office or as properly required of him or her by


<PAGE>   12
the Chairman of the Board of Directors and such other officer or officers to
whom he or she is directly responsible.

SECTION 10.  COMPTROLLER.

     The Comptroller shall keep and maintain the books of account of the
Company in such manner that they fairly present the financial condition of the
Company and its subsidiaries. The Comptroller shall have such powers and shall
perform such duties as may be delegated to him or her by the Board of
Directors, the Chairman of the Board of Directors, the President or the
appropriate Executive Vice President, Senior Vice President or Vice President
or such other officer or officers to whom he or she is directly responsible.

SECTION 11.  SALARIES.

     Salaries of officers, agents or employees shall be fixed from time to time
by the Board of Directors or by such committee or committees, or person or
persons, if any, to whom such power shall have been delegated by the Board of
Directors. An employment contract, whether with an officer, agent or employee,
if expressly approved or specifically authorized by the Board of Directors, may
fix a term of employment thereunder; and such contract, if so approved or
authorized, shall be valid and binding upon the Company in accordance with the
terms thereof, provided that this provision shall not limit or restrict in any
way the right of the Company at any time to remove from office, discharge or
terminate the employment of any such officer, agent or employee prior to the
expiration of the term of employment under any such contract.

SECTION 12.  VACANCIES.

     A vacancy in any office filled by election of the Board of Directors may
be filled by the Board of Directors by the election of a new officer who shall
hold office, subject to the provisions of this Article V, until the regular
meeting of the directors following the next annual meeting of the stockholders
and until his or her successor is elected.

SECTION 13.  REMOVAL OR DISCHARGE.

     Any officer may be removed or discharged by the Chairman of the Board of
Directors at any time excepting an officer who is also a director. Any officer
who also is a director may be discharged at any time by the Board of
Directors.

                                  ARTICLE VI.

                                  RESIGNATIONS

     Any director, officer or agent of the Company, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board of Directors, a Vice Chairman of the Board
of Directors, the President or the Secretary of the Company. Any such
resignation shall take effect at the time specified therein, or if the time be
not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.

                                  ARTICLE VII.

                 CAPITAL STOCK - DIVIDENDS - SEAL

SECTION 1.  CERTIFICATES OF SHARES.

     The certificates for shares of the capital stock of the Company shall be
in such form, not inconsistent with the Charter, as shall be approved by the
Board of Directors. The certificates shall be numbered and signed by the
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors,
the President, an Executive Vice President, a Senior Vice President or a Vice
President, and also by the Treasurer or an Assistant Treasurer, or the
Secretary 


<PAGE>   13
or an Assistant Secretary. Any and all signatures may be facsimiles.

     All certificates shall bear the name of the persons owning the shares
represented thereby, shall state the number of shares represented by such
certificate and the date of issue; and such information shall be entered in the
Company's original stock ledger.

SECTION 2.  ADDRESSES OF STOCKHOLDERS.

     It shall be the duty of every stockholder to notify the Company of his or
her post office address and of any change therein. The latest address furnished
by each stockholder shall be entered on the original stock ledger of the
Company and the latest address appearing on such original stock ledger shall be
deemed conclusively to be the post office address and the last-known post
office address of such stockholder. If any stockholder shall fail to notify the
Company of his or her post office address, it shall be sufficient to send
corporate notices to such stockholder at the address, if any, understood by the
Secretary to be his or her post office address, or in the absence of such
address, to such stockholder, at the General Post Office in the City of
Wilmington, State of Delaware.

SECTION 3.  LOST, DESTROYED OR STOLEN CERTIFICATE.

     Any person claiming a stock certificate in lieu of one lost, destroyed or
stolen, shall give the Company an affidavit as to his, her or its ownership of
the certificate and of the facts which go to prove that it has been lost,
destroyed or stolen. If required by the Board of Directors, he, she or it also
shall give the Company a bond, in such form as may be approved by the Board of
Directors, sufficient to indemnify the Company against any claim that may be
made against it on account of the alleged loss of the certificate or the
issuance of a new certificate. A new certificate shall be issued upon receipt
of such an affidavit and, if required, upon the giving of such a bond.

SECTION 4.  RECORD OF HOLDER OF SHARES.

     The Company shall be entitled to treat the holder of record of any share
or shares as the holder in fact thereof, and accordingly shall not be bound to
recognize any equitable or other claims to or interest in such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the General Corporation Law of the State
of Delaware. The Company shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends
and to vote as such owner.

SECTION 5.  RECORD DATE.

     In order that the Company may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise
any rights in respect of any change, conversion or exchange of stock (other
than conversions or exchanges pursuant to Article 4 of the Charter) or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, 


<PAGE>   14

conversion or exchange of stock (other than conversions or exchanges pursuant
to Article 4 of the Charter) or for any other purpose, the record date shall be
at the close of business on the day on which the Board of Directors adopts a
resolution relating thereto.

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

     If stockholders are entitled to consent to corporate action in writing
without a meeting in accordance with the General Corporation Law of the State
of Delaware and the Charter, in order that the Company may determine the
stockholders entitled to so consent, the Board of Directors may fix a record
date, which shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
be not more than ten (10) days after the date upon which the resolution fixing
the record date is adopted and no record date has been fixed by the Board of
Directors and if no prior action by the Board of Directors is required by the
General Corporation Law of the State of Delaware, the record date shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Company in the manner prescribed by
Article 12 of the Charter. If stockholders are entitled to consent to corporate
action in writing without a meeting in accordance with the General Corporation
Law of the State of Delaware and the Charter, and no record date has been fixed
by the Board of Directors and prior action by the Board of Directors is
required by the General Corporation Law of the State of Delaware with respect
to the proposed action by written consent of the stockholders, the record date
for determining stockholders entitled to consent to corporate action in writing
shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action.

SECTION 6.  REGULATIONS.

     The Board of Directors shall have power and authority to make all such
rules and regulations not inconsistent with any of the provisions of Article 4
of the Charter, as it may deem expedient, concerning the issue, transfer and
registration of certificates for shares of the stock of the Company.

SECTION 7.  CORPORATE SEAL.

     The corporate seal shall be in such form as shall from time to time be
approved by the Board of Directors. If and when so authorized by the Board of
Directors, a duplicate of the seal may be kept and used by the Secretary or
Treasurer or by any Assistant Secretary or Assistant Treasurer.

                                 ARTICLE VIII.

                   EXECUTIVE OF CONTRACTS AND OTHER DOCUMENTS

SECTION 1.  CONTRACTS, ETC.

     Except as otherwise prescribed in these By-laws, such officers, employees
or agents of the Company as shall be specified by the Board of Directors shall
sign, in the name and on behalf of the Company, all deeds, bonds, contracts,
mortgages and other instruments or documents, the execution of which shall be
authorized by the Board of Directors; and such authority may be general or
confined to specific instances. Except as so authorized by the Board of
Directors, no officer, agent or employee of the Company shall have power or
authority to bind the Company by any contract or engagement or to pledge,
mortgage, sell or otherwise dispose of its credit or any of its property or to
render it pecuniarily liable for any purpose or in any amount.

SECTION 2.  CHECKS, DRAFTS, ETC.

     Except as otherwise provided in these By-laws, all checks, drafts, notes,
bonds, bills of exchange or other orders, instruments or obligations for the


<PAGE>   15

payment of money shall be signed by such officer or officers, employee or
employees, or agent or agents, as the Board of Directors shall by resolution
direct. The Board of Directors may, in its discretion, also provide by
resolution for the countersignature or registration of any or all such orders,
instruments or obligations for the payment of money.

                                  ARTICLE IX.

                                  FISCAL YEAR

     The fiscal year of the Company shall begin the first day of January in
each year.

                                   ARTICLE X.

                                 MISCELLANEOUS

SECTION 1. ORIGINAL STOCK LEDGER.

     As used in these By-laws and in the Charter, the words "original stock
ledger" shall mean the record maintained by the Secretary of the Company of the
name and address of each of the holders of shares of any class of stock of the
Company, and the number of shares and the numbers of the certificates for such
shares held by each of them, taking into account transfers at the time made by
and recorded on the transfer sheets of each of the Transfer Agents of the
Company although such transfers may not have been posted in the record
maintained by the Secretary.

SECTION 2.  NOTICES AND WAIVERS THEREOF.

     Whenever any notice whatever is required by these By-laws, the Charter or
any of the laws of the State of Delaware to be given to any stockholder,
director or officer, such notice, except as otherwise provided by the laws of
the State of Delaware, may be given personally or by telephone or be given by
facsimile transmission or other form of electronic communication, addressed to
such stockholder at the address set forth as provided in Section 2 of Article
VII of these By-laws, or to such director or officer at his or her Company
location, if any, or at such address as appears on the books of the Company, or
the notice may be given in writing by depositing the same in a post office, or
in a regularly maintained letter box, or by sending it via courier in a
postpaid, sealed wrapper addressed to such stockholder at the address set forth
in Section 2 of Article VII of these By-laws, or to such director or officer at
his or her Company location, if any, or such address as appears on the books of
the Company.

     Any notice given by facsimile transmission or other form of electronic
communication shall be deemed to have been given when it shall have been
transmitted. Any notice given by mail or courier shall be deemed to have been
given when it shall have been mailed or delivered to the courier.

     A waiver of any such notice in writing, including by facsimile
transmission, signed or dispatched by the person entitled to such notice or by
his or her duly authorized attorney, whether before or after the time stated
therein, shall be deemed equivalent to the notice required to be given, and the
presence at any meeting of any person entitled to notice thereof shall be
deemed a waiver of such notice as to such person.

SECTION 3.  VOTING UPON STOCKS.

     The Board of Directors (whose authorization in this connection shall be
necessary in all cases) may from time to time appoint an attorney or attorneys
or agent or agents of the Company, or may at any time or from time to time
authorize the Chairman of the Board of Directors, any Vice Chairman of the
Board of Directors, the President, any Senior Executive Vice President, any
Executive Vice President, any Senior Vice President, any Vice President, the
Treasurer or the Secretary to appoint an attorney or attorneys or agent or
agents of the Company, in the name and on behalf of the Company, to cast the
votes which the 


<PAGE>   16

Company may be entitled to cast as a stockholder or otherwise in any other
corporation or association, any of the stock or securities of which may be held
by the Company, at meetings of the holders of the stock or other securities of
such other corporation or association, or to consent in writing to any action
by any such other corporation or association and the Board of Directors or any
aforesaid officer so authorized may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and the Board of
Directors or any aforesaid officer so authorized may from time to time
authorize the execution and delivery, on behalf of the Company and under its
corporate seal, or otherwise, of such written proxies, consents, waivers or
other instruments as may be deemed necessary or proper in the premises.

                                  ARTICLE XI.

                                   AMENDMENTS

     These By-laws may be altered, amended or repealed at any meeting of the
Board of Directors or of the stockholders, provided that notice of such
alteration, amendment or repeal be contained in the notice of such meeting of
the Board of Directors or stockholders (subject, in the case of meetings of
stockholders, to the provisions of Article II of these By-laws), as the case
may be. All such amendments must be approved by the affirmative vote of the
holders of at least 75% of the total voting power of all classes of outstanding
capital stock, voting together as a single class (if effected by action of the
stockholders), or by the affirmative vote of directors constituting not less
than a majority of the total number of directors that the Company would have if
there were no vacancies on the Company's Board of Directors (if effected by
action of the Board of Directors).