Watson Wyatt & Company

                                 RESTATED BYLAWS

                (Includes Changes Approved through June 30, 1998)



                                   * * * * * *


                             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 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  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.

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.

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 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.

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  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  thereof,  no present or future  shareholder  shall transfer,
whether by way of sale, gift, hypothecation, trust distribution, will, intestacy
or any other disposition,  any shares of any class of capital stock ("Stock") in
the Corporation now owned or hereafter acquired by such shareholder  (including,
without  limitation,  shares of Stock  acquired  upon  conversion or exchange of
other shares of Stock),  without  first  giving the  Corporation  prior  written
notice  of his  intention  to so  dispose  of such  Stock.  Said  notice  to the
Corporation  ("Disposition  Notice") shall state the terms and conditions of the
proposed disposition, including the names of the transferees, the purchase price
and payment terms, if any, the type of disposition,  and the number of shares to
be transferred  ("Offered Shares"). A shareholder giving a Disposition Notice is
herein sometimes called an "Offering Stockholder".

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

         The Offering  Stockholder  shall within  fifteen days after  receipt of
         such  list of  Eligible  Purchasers  offer to sell the  balance  of the
         Offered  Shares to such Eligible  Purchasers  in accordance  with their
         respective rights to purchase set forth in such list.

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

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

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

Section 9.2  Revocable Trusts; Personal Holding Corporations.

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

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

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

                  (A)      the termination of the trust,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (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.

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 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]

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 (defined as the sum of Redeemable  Common Stock and
Permanent  Shareholders' Equity on the Corporation's  Consolidated Balance Sheet
as of the fiscal year end) of the Common Stock of the Corporation determined, on
an accrual basis, by generally accepted  accounting  principles  ("GAAP") 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,  and  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; and (iii)  eliminate the after-tax  increases or decreases in Net
Book Value recorded in accordance  with GAAP as a result of the  Discontinuation
of the Outsourcing Business.  The Discontinuation of the Outsourcing Business as
used  herein  means  the  discontinuation  of  the  outsourcig  business  of the
Corporation and Wellspring  Resources,  LLC pursuant to the Discontinuation Plan
adopted by the Board of Directors of the  Corporation  on February 18, 1998,  as
set  forth in the  minutes  of the  meeting  of the  Board of  Directors  of the
Corporation held on February 18, 1998. 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.

(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.