Adopted 10/17/96
                                                                Amended 07/16/98
                                                                Amended 12/10/98
                                                                Amended 02/11/99

                                     BYLAWS

                                       OF

                         THE BLACK & DECKER CORPORATION


                                    ARTICLE I

                                  Stockholders

SECTION 1.        Annual Meeting.
                  --------------

         The annual meeting of stockholders shall be held on the last Tuesday in
April of each year or on such day within 15 days thereof and at such time and at
such place as the Board of Directors may by  resolution  provide for the purpose
of electing  directors and for the transaction of only such other business as is
properly brought before the meeting in accordance with these Bylaws.

         To be properly brought before the meeting,  business must be either (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise  properly  brought before the
meeting by a stockholder. In addition to any other applicable requirements,  for
business to be properly  brought before an annual meeting by a stockholder,  the
stockholder  must have given  written  notice  thereof  that is  received by the
Secretary  of  the  Corporation  at  the  principal  executive  offices  of  the
Corporation  not less than 90 days nor more than 110 days prior to the  meeting;
provided,  however,  that in the event that less than 100 days'  notice or prior
public  disclosure of the date of the meeting is given or made to  stockholders,
notice  by the  stockholder  must be so  received  not  later  than the close of
business  on the 10th day  following  the day on which the notice of the date of
the annual meeting was mailed or the public disclosure was made, whichever first
occurred.  A  stockholder's  notice to the Secretary  shall set forth as to each
matter the  stockholder  proposes to bring before the annual meeting (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and record address of the stockholder  proposing such business,  (iii) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
stockholder, and (iv) any material interest of the stockholder in such business.

         Notwithstanding  anything  in the Bylaws to the  contrary,  no business
shall  be  conducted  at the  annual  meeting  except  in  accordance  with  the
procedures set forth in this section,  provided,  however,  that nothing in this
section  shall be  deemed  to  preclude  discussion  by any  stockholder  of any
business properly brought before the annual meeting.

         The  Chairman  of the  annual  meeting  shall,  if the  facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance with the provisions of this Article, and if the
Chairman should so determine,  he or she shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.
<PAGE>

SECTION 2.        Special Meetings.
                  ----------------

         Special  meetings of the stockholders may be called at any time for any
purpose or purposes by the Chief Executive  Officer,  by a majority of the Board
of Directors,  or by a majority of the Executive Committee.  Special meetings of
the stockholders  shall be called forthwith by the Chairman of the Board, by the
President,  or by the Secretary of the  Corporation  upon the written request of
stockholders entitled to cast a majority of all votes entitled to be cast at the
special meeting.  A written request that a special meeting be called shall state
the purpose or  purposes of the meeting and the matters  proposed to be acted on
at the meeting.  However  called,  notice of the meeting  shall be given to each
stockholder and shall state the purpose or purposes of the meeting.  No business
other than that stated in the notice shall be transacted at any special meeting.

SECTION 3.        Place of Meetings.
                  -----------------

         All meetings of stockholders  shall be held at the principal offices of
the Corporation at Towson, Baltimore County, Maryland, or at such other location
in the United  States of America as the Board of  Directors  may  provide in the
notice of the meeting.

SECTION 4.        Notice of Meetings.
                  ------------------

         Written or printed notice of each meeting of the stockholders  shall be
delivered to each  stockholder by leaving the notice with the stockholder at the
stockholder's  residence or usual place of business,  or by mailing it,  postage
prepaid and  addressed to the  stockholder  at the  stockholder's  address as it
appears  upon the records of the  Corporation.  The notice shall be delivered or
mailed  not more than 90 nor less than 20 days  before  the  meeting,  and shall
state the place,  day, and hour at which the meeting is to be held. No notice of
any meeting of the stockholders need be given to any stockholder who attends the
meeting in person or by proxy,  or to any stockholder  who, in writing  executed
and filed with the  records of the  meeting  either  before or after the holding
thereof, waives notice.

SECTION 5.        Quorum.
                  ------

         At any meeting of  stockholders  the  presence in person or by proxy of
the holders of record of a majority  of the shares of stock  entitled to vote at
the  meeting  shall  constitute  a  quorum.  In the  absence  of a  quorum,  the
stockholders  entitled to vote who shall be present in person or by proxy at any
meeting (or  adjournment  thereof) may, by a majority  vote and without  further
notice,  adjourn  the  meeting  from time to time,  but not for a period of over
thirty  days at any one time,  until a quorum  shall  attend.  At any  adjourned
meeting at which a quorum shall be present,  any business may be transacted that
could have been transacted if the meeting had been held as originally scheduled.

SECTION 6.        Conduct of Meetings.
                  -------------------

         Meetings of stockholders  shall be presided over by the Chairman of the
Board of Directors of the Corporation or, in the Chairman's absence, by the Vice
Chairman of the Board, or if both of such officers are absent,  by the President
of the Corporation.  The Secretary of the Corporation  shall act as secretary of
meetings of the stockholders and in the Secretary's  absence, the records of the
proceedings  shall be kept and  authenticated  by such  other  person  as may be
appointed  for  that  purpose  at the  meeting  by  the  presiding  officer.  To
participate  in a meeting,  stockholders  must be present in person or by proxy;
stockholders  may not  participate  by means of a conference  telephone or other
communications equipment. The rules contained in the current edition of Robert's
Rules of  Order  Newly  Revised  shall  govern  in all  cases to which  they are
applicable  and in which they are not  inconsistent  with  these  Bylaws and any
special rules of order that the meeting may adopt.

SECTION 7.        Approval of Minutes.
                  -------------------

         The minutes of all  meetings of  stockholders  shall be  corrected  and
approved  by a committee  of  directors  designated  by the Board and if none is
designated,   by  the  Organization   Committee.  At  a  subsequent  meeting  of
stockholders,  a synopsis of the minutes  shall be read for  information  at the
request of the presiding officer or any stockholder.
<PAGE>

SECTION 8.        Proxies.
                  -------

         Stockholders may vote either in person or by proxy, and if by proxy, in
any manner  authorized by the Maryland General  Corporation Law. A proxy that is
dated more than 11 months before the meeting at which it is offered shall not be
accepted  unless the proxy shall state a longer period for which it is to remain
in force. A written proxy shall be dated and signed by the  stockholder,  or the
stockholder's  duly  authorized  agent  but need  not be  sealed,  witnessed  or
acknowledged. Proxies shall be filed with the Secretary of the Corporation at or
before the meeting.

SECTION 9.        Voting.
                  ------

         Except as otherwise provided in the charter of the Corporation,  at all
meetings  of  stockholders,  each  holder of shares  of  Common  Stock  shall be
entitled to one vote for each share of stock of the  Corporation  registered  in
the  stockholder's  name upon the books of the  Corporation on the date fixed by
the Board of Directors as the record date for the  determination of stockholders
entitled to vote at the meeting.  Except as otherwise provided in the charter of
the  Corporation,  all elections and matters  submitted to a vote at meetings of
stockholders  shall be decided  by a majority  of all votes cast in person or by
proxy,  unless more than a majority of the votes cast is required by statute, by
charter, or by these Bylaws. If the presiding officer shall so determine, a vote
by ballot may be taken  upon any  election  or matter,  and the vote shall be so
taken upon the request of the  holders of ten  percent of the stock  present and
entitled to vote on the election or matter.  If the  presiding  officer shall so
determine,  the votes on all matters to be voted upon by ballot may be postponed
to be voted on at the same time or on a single ballot.

SECTION 10.       Inspectors of Elections.
                  -----------------------

         One or more inspectors may be appointed by the presiding officer at any
meeting.  If so appointed,  the inspector or inspectors shall open and close the
polls, receive and take charge of the proxies and ballots,  decide all questions
as to the  qualifications  of voters and the validity of proxies,  determine and
report the results of elections and votes on matters before the meeting,  and do
such  other  acts as may be proper to  conduct  the  election  and the vote with
fairness to all stockholders.

SECTION 11.       List of Stockholders.
                  --------------------

         Prior  to  each  meeting  of the  stockholders,  the  Secretary  of the
Corporation shall prepare, as of the record date fixed by the Board of Directors
with  respect  to the  meeting,  a full and  accurate  list of all  stockholders
entitled to vote at the  meeting,  indicating  the number of shares and class of
stock held by each.  The Secretary  shall be  responsible  for the production of
that list at the meeting.


                                   ARTICLE II

                               Board of Directors

SECTION 1.        Powers.
                  ------

         The property, business, and affairs of the Corporation shall be managed
by the  Board of  Directors  of the  Corporation.  The  Board of  Directors  may
exercise  all the powers of the  Corporation,  except  those  conferred  upon or
reserved to the  stockholders  by statute,  by charter or by these  Bylaws.  The
Board of Directors shall keep minutes of each of its meetings and a full account
of all of its transactions.
<PAGE>

SECTION 2.        Number of Directors.
                  -------------------

         The number of directors of the  Corporation  shall be 14 or such lesser
number not less than eight as may from time to time be determined by the vote of
three-fourths of the entire Board of Directors. However, the tenure of Office of
a director shall not be affected by any change in number.

SECTION 3.        Nomination of Directors.
                  -----------------------

         Only  persons  who are  nominated  in  accordance  with  the  following
procedures  shall  be  eligible  for  election  as  Directors  at a  meeting  of
stockholders.  Nominations of persons for election as Directors may be made at a
meeting of  stockholders by or at the direction of the Board of Directors by any
nominating  committee or person  appointed by the Board or by any stockholder of
the  Corporation  entitled to vote for the  election of Directors at the meeting
who complies with the notice procedures set forth in this section.  Nominations,
other  than  those  made by or at the  direction  of the  Board,  shall  be made
pursuant to written notice  delivered to or mailed and received by the Secretary
of the  Corporation at the principal  executive  offices of the  Corporation not
less  than 90 days nor  more  than 110  days  prior  to the  meeting;  provided,
however,  that in the event  that less  than 100  days'  notice or prior  public
disclosure of the date of the meeting is given or made to  stockholders,  notice
by the  stockholder  must be so received not later than the close of business on
the 10th day  following  the day on which  notice of the date of the meeting was
mailed or public  disclosure was made,  whichever first occurred.  The notice to
the  Secretary  shall  set  forth  (a) as to each  person  whom the  stockholder
proposes to nominate for election or  re-election  as a Director,  (i) the name,
age,  business address and residence  address of the person,  (ii) the principal
occupation or employment of the person,  (iii) the class and number of shares of
capital stock of the Corporation which are beneficially  owned by the person and
(iv) any  other  information  relating  to the  person  that is  required  to be
disclosed in  solicitations  for proxies for  election of Directors  pursuant to
Rule  14a  under  the  Securities  Exchange  Act  of  1934;  and  (b)  as to the
stockholder giving the notice (i) the name and record address of stockholder and
(ii) the class and number of shares of capital  stock of the  Corporation  which
are  beneficially  owned by the  stockholder.  The  Corporation  may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of the proposed nominee to serve
as Director of the Corporation.

         The  presiding  officer of the  meeting  shall,  if the facts  warrant,
determine  and  declare  to the  meeting  that a  nomination  was  not  made  in
accordance with the foregoing  procedure,  and if the presiding officer shall so
determine and shall so declare to the meeting, the defective nomination shall be
disregarded.

SECTION 4.        Election.
                  --------

         Except as hereinafter  provided,  the members of the Board of Directors
shall be elected each year at the annual meeting of  stockholders by the vote of
the holders of record of a majority of the shares of stock  present in person or
by proxy and entitled to vote at the meeting.  Each  director  shall hold office
until the next annual meeting of stockholders held after his or her election and
until his or her successor shall have been duly elected and qualified,  or until
death,  or until he or she shall have  resigned,  or shall have been  removed as
hereinafter  provided.  Each person elected as director of the Corporation shall
qualify as such by written acceptance or by attendance at and participation as a
director in a duly called meeting of the Board of Directors.

SECTION 5.        Removal.
                  -------

         At a duly  called  meeting  of the  stockholders  at which a quorum  is
present, the stockholders may, by vote of the holders of a majority of the votes
entitled to be cast at the meeting, remove with or without cause any director or
directors  from  office,  and may elect a successor  or  successors  to fill any
resulting vacancy for the remainder of the term of the director so removed.
<PAGE>

SECTION 6.        Vacancies.
                  ---------

         If any  director  shall die or  resign,  or if the  stockholders  shall
remove any director  without  electing a successor to fill the  remaining  term,
that vacancy may be filled by the vote of a majority of the remaining members of
the Board of Directors, although a majority may be less than a quorum. Vacancies
in the Board  created by an increase in the number of directors may be filled by
the vote of a majority of the entire Board as constituted prior to the increase.
A  director  elected  by the Board of  Directors  to fill any  vacancy,  however
created,  shall hold office until the next annual  meeting of  stockholders  and
until his or her successor shall have been duly elected and qualified.

SECTION 7.        Meetings.
                  --------

         Immediately  after each annual meeting of stockholders at which a Board
of Directors shall have been elected, the Board of Directors shall meet, without
notice,  for the election of an Executive  Committee of the Board of  Directors,
for the  election of officers of the  Corporation,  and for the  transaction  of
other business.  Other regular  meetings of the Board of Directors shall be held
in the months of February, July, October and December on the day and at the time
designated  by the Chief  Executive  Officer.  Special  meetings of the Board of
Directors may be called at any time by the Chief Executive Officer or by any two
directors. Regular and special meetings of the Board of Directors may be held at
such place,  in or out of the State of  Maryland,  as the Board may from time to
time determine.

SECTION 8.        Notice of Meetings.
                  ------------------

         Except for the  meeting  immediately  following  the annual  meeting of
stockholders,  notice of the  place,  day and hour of a regular  meeting  of the
Board of  Directors  shall be given in  writing to each  director  not less than
three  days  prior  to the  meeting  and  delivered  to the  director  or to the
director's  residence  or usual place of  business,  or by mailing  it,  postage
prepaid and  addressed  to the director at his or her address as it appears upon
the records of the  Corporation.  Notice of special meetings may be given in the
same way, or may be given personally, by telephone, or by telegraph or facsimile
message sent to the director's  home or business  address as it appears upon the
records of the Corporation,  not less than one day prior to the meeting.  Unless
required by these Bylaws or by resolution  of the Board of Directors,  no notice
of any  meeting  of the  Board  of  Directors  need  state  the  business  to be
transacted  at the  meeting.  No notice of any meeting of the Board of Directors
need be given to any director who  attends,  or to any director  who, in writing
executed  and filed with the records of the meeting  either  before or after the
holding thereof, waives notice.

SECTION 9.        Quorum.
                  ------

         A majority of the Board of Directors shall  constitute a quorum for the
transaction  of  business  at  meetings  of the  Board of  Directors.  Except as
otherwise  provided by statute,  by charter,  or by these Bylaws,  the vote of a
majority  of the  directors  present  at a duly  constituted  meeting  shall  be
sufficient to pass any measure,  and such decision  shall be the decision of the
Board of  Directors.  In the  absence of a quorum,  the  directors  present,  by
majority vote and without further  notice,  may adjourn the meeting from time to
time  until a quorum  shall be  present.  The Board of  Directors  may also take
action or make  decisions by any other method which may be permitted by statute,
by charter, or by these Bylaws.

SECTION 10.       Presumption of Assent.
                  ---------------------

         A director of the  Corporation who is present at a meeting of the Board
of Directors at which action on any corporate  matter is taken shall be presumed
to have  assented to the action taken unless the director  announces  his or her
dissent at the  meeting,  and (a) the  dissent is entered in the  minutes of the
meeting,  (b) before the meeting  adjourns  the  director  files with the person
acting as the secretary of the meeting a written  dissent to the action,  or (c)
the  director  forwards a written  dissent  within 24 hours after the meeting is
adjourned by registered or certified  mail to the Secretary of the  Corporation.
The  right to  dissent  does not apply to a  director  who voted in favor of the
action or who failed to announce his or her dissent at the  meeting.  A director
may abstain  from  voting on any matter  before the meeting by so stating at the
time the vote is taken and by causing the abstention to be recorded or stated in
writing in the same manner as provided above for a dissent.
<PAGE>

SECTION 11.       Compensation.
                  ------------

         Each director shall be entitled to receive such  remuneration as may be
fixed from time to time by the Board of  Directors.  However,  no  director  who
receives  a salary  as an  officer  or  employee  of the  Corporation  or of any
subsidiary  thereof shall receive any  remuneration as a director or as a member
of any  committee  of the Board of  Directors.  Each  director  may also receive
reimbursement for the reasonable  expenses incurred in attending the meetings of
the Board of Directors,  the meetings of any committee thereof,  or otherwise in
connection with attending to the affairs of the Corporation.


                                   ARTICLE III

                                   Committees

SECTION 1.        Executive Committee.
                  -------------------

         At its first meeting after the annual meeting of the stockholders,  the
Board of Directors  shall elect an Executive  Committee  consisting  of at least
five members of the Board,  of whom the Chairman of the Board,  if any, shall be
one. The Board shall  designate a Chairman of the  Committee  who shall serve as
Chairman of the  Committee  at the pleasure of the Board.  During the  intervals
between the meetings of the Board of Directors,  the Executive  Committee  shall
possess and may  exercise  all powers in the  management  and  direction  of the
business  and  affairs of the  Corporation  except as  limited  by the  Maryland
General  Corporation Law or by resolution of the Board of Directors.  All action
taken by the Executive  Committee shall be reported to the Board of Directors at
its meeting next  succeeding  such action,  and shall be subject to revision and
alteration  by the  Board,  provided  that no  rights  of third  parties  may be
adversely affected by any revision or alteration. Delegation of authority to the
Executive  Committee shall not relieve the Board of Directors or any director of
any responsibility imposed by law or statute or by charter.

SECTION 2.        Other Committees.
                  ----------------

         From time to time the Board of Directors by  resolution  adopted by the
affirmative  vote of a majority of the  members of the entire  Board may provide
for and  appoint  other  committees  to have the powers and  perform  the duties
assigned to them by the Board of Directors.  These  committees may include,  but
are not limited to, an Organization Committee, a Finance Committee, and an Audit
Committee.

SECTION 3.        Meetings of Committees.
                  ----------------------

         Each  Committee  of the Board of  Directors  shall fix its own rules of
procedure,  and shall meet as provided by those  rules or by  resolution  of the
Board,  or at the call of the  chairman or any two members of the  committee.  A
majority of each committee shall constitute a quorum thereof,  and in every case
the affirmative vote of a majority of the entire committee shall be necessary to
take any action.  Each  committee  may also take action by any other method that
may be  permitted by statute,  by charter,  or by these  Bylaws.  In the event a
member of a committee  fails to attend any meeting of the  committee,  the other
members of the committee present at the meeting,  whether or not they constitute
a quorum,  may appoint a member of the Board of Directors to act in the place of
the absent member.  Regular  minutes of the  proceedings of each committee and a
full account of all its  transactions  shall be kept in a book  provided for the
purpose,  except that the  Organization  Committee shall not be required to keep
minutes. Vacancies in any committee of the Board of Directors shall be filled by
the Board of Directors.
<PAGE>


                                   ARTICLE IV

                                    Officers

SECTION 1.        Election and Tenure.
                  -------------------

         The Board of Directors  may elect a Chairman and a Vice  Chairman  from
among the directors. The Board of Directors shall elect a President, a Treasurer
and a  Secretary,  and  one or  more  Vice  Presidents,  one or  more  Assistant
Treasurers, one or more Assistant Secretaries, and such other officers with such
powers and duties as the Board may  designate,  none of whom need be a director.
Each officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding his or her election and
until a successor  shall have been duly chosen and  qualified or until he or she
shall have  resigned or been  removed.  All  elections  to office  shall be by a
majority vote of the entire Board of Directors.

SECTION 2.        Chairman of the Board.
                  ---------------------

         The Chairman of the Board shall preside at all meetings of stockholders
and of the Board of Directors at which he or she shall be present.  The Chairman
shall have such other  powers and perform such other duties as from time to time
may be assigned by the Board of Directors.

SECTION 3.        Vice Chairman of the Board.
                  --------------------------

         The Vice  Chairman of the Board,  in the absence of the Chairman of the
Board, shall preside at all meetings of stockholders and the Board of Directors.
(In the absence of the  Chairman and the Vice  Chairman,  the Board of Directors
shall elect a chairman of the meeting.) The Vice Chairman  shall have such other
powers and perform such other duties as from time to time may be assigned by the
Board of Directors or by the Chairman of the Board.

SECTION 4.        President.
                  ---------

         The President shall be the Chief  Executive  Officer of the Corporation
and,  subject  to the  control  of the  Board  of  Directors  and the  Executive
Committee,  shall have  general  charge  and  supervision  of the  Corporation's
business,  affairs,  and properties.  The President shall have authority to sign
and execute,  in the name of the Corporation,  all authorized deeds,  mortgages,
bonds,  contracts  or  other  instruments.  The  President  may  sign,  with the
Secretary  or the  Treasurer,  stock  certificates  of the  Corporation.  In the
absence of the Chairman and the Vice Chairman of the Board,  the President shall
preside at meetings of stockholders. In general, the President shall perform all
the duties  ordinarily  incident to the office of a president of a  corporation,
and such other  duties as,  from time to time,  may be  assigned by the Board of
Directors or by the Executive Committee.

SECTION 5.        Vice Presidents.
                  ---------------

         Each Vice  President,  which  term shall  include  any  Executive  Vice
President  or Group Vice  President,  shall have the power to sign and  execute,
unless otherwise provided by resolution of the Board of Directors, all contracts
or other  obligations in the name of the  Corporation in the ordinary  course of
business,  and with the Secretary,  or with the Treasurer,  or with an Assistant
Secretary,  or with an Assistant  Treasurer,  may sign stock certificates of the
Corporation.  At the request of the President or in the  President's  absence or
during the  President's  inability to act, the Vice President or Vice Presidents
shall perform the duties and exercise the functions of the  President,  and when
so acting shall have the powers of the President. If there is more than one Vice
President,  the Board of Directors may  determine  which one or more of the Vice
Presidents  shall perform any of such duties or exercise any of such  functions,
or if the  determination  is not made by the Board,  the  President may make the
determination.  The Vice  President  or Vice  Presidents  shall  have such other
powers  and  perform  such  other  duties  as may be  assigned  by the  Board of
Directors or by the  President.  For purposes of this Article IV, Section 5, the
term Vice  President  does not include a Vice  President  appointed  pursuant to
Article IV, Section 9.
<PAGE>

SECTION 6.        Secretary.
                  ---------

         The   Secretary   shall  keep  the  minutes  of  the  meetings  of  the
stockholders,  of the  Board  of  Directors,  and of  the  Executive  Committee,
including all the votes taken at the meetings, and record them in books provided
for that  purpose.  The  Secretary  shall see that all notices are duly given in
accordance  with the  provisions of these Bylaws or as required by statute.  The
Secretary shall be the custodian of the records and of the corporate seal of the
Corporation. The Secretary may affix the corporate seal to any document executed
on behalf of the  Corporation,  and may attest the same. The Secretary may sign,
with the President or a Vice President,  stock  certificates of the Corporation.
In general,  the Secretary shall perform all duties  ordinarily  incident to the
office of a secretary of a  corporation,  and such other duties as, from time to
time, may be assigned by the Board of Directors or by the President.

SECTION 7.        Treasurer.
                  ---------

                  The Treasurer  shall have charge of and be responsible for all
funds,  securities,  receipts and  disbursements of the  Corporation,  and shall
deposit or cause to be deposited, in the name of the Corporation,  all moneys or
other valuable effects in such banks, trust companies, or depositories as may be
designated by the Board of  Directors.  The  Treasurer  shall  maintain full and
accurate   accounts  of  all  assets,   liabilities  and   transactions  of  the
Corporation,  and shall  render  to the  President  and the Board of  Directors,
whenever they may require it, an account of all transactions as Treasurer and of
the financial  condition of the  Corporation.  In general,  the Treasurer  shall
perform all the duties  ordinarily  incident  to the office of a treasurer  of a
corporation, and such other duties as, from time to time, may be assigned to him
or her by the Board of Directors or by the President.  The Treasurer  shall give
the  Corporation a bond,  if required by the Board of  Directors,  in a sum, and
with one or more  sureties,  satisfactory  to the  Board of  Directors,  for the
faithful  performance of the duties of the office and for the restoration to the
Corporation in case of death, resignation,  retirement or removal from office of
all corporate books, papers, vouchers,  moneys, and other properties of whatever
kind in his or her possession or under his or her control.

SECTION 8.        Subordinate Officers.
                  --------------------

         The subordinate  officers shall consist of such assistant  officers and
agents as may be deemed  desirable  and as may be elected  by a majority  of the
members of the Board of  Directors.  Each such  subordinate  officer  shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe.

SECTION 9.        Appointed Vice Presidents.
                  -------------------------

         The Chief  Executive  Officer may from time to time appoint one or more
Vice Presidents with such administrative  powers and duties as may be designated
or approved by the Chief  Executive  Officer.  An appointed Vice President shall
not be a corporate officer and may be removed by the Chief Executive Officer.

SECTION 10.       Officers Holding Two or More Offices.
                  ------------------------------------

         Any two or more of the above named  offices,  except  those of Chairman
and Vice Chairman of the Board and those of President and Vice President, may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity,  if the instrument is required by statute,
by charter,  by these  Bylaws,  or by resolution of the Board of Directors to be
executed, acknowledged, or verified by two or more officers.

SECTION 11.       Compensation.
                  ------------

         The Board of Directors shall have power to fix the  compensation of all
officers of the Corporation. It may authorize any officer upon whom the power of
appointing  subordinate officers may have been conferred to fix the compensation
of the subordinate officers.
<PAGE>

SECTION 12.       Removal.
                  -------

         Any officer of the Corporation  may be removed,  with or without cause,
by a vote of a majority of the entire Board of Directors, and any officer of the
Corporation  appointed by another  officer may also be removed,  with or without
cause, by the appointing officer, by the Executive Committee, or by the Board of
Directors.

SECTION 13.       Vacancies.
                  ---------

         A vacancy in any office because of death, resignation,  removal, or any
other cause shall be filled for the unexpired portion of the term by election of
the Board of Directors at any regular or special meeting.


                                    ARTICLE V

                                      Stock

SECTION 1.        Certificates.
                  ------------

         Each  stockholder  shall be entitled to a certificate  or  certificates
which  shall  represent  and  certify  the  number  and  kind of  shares  of the
Corporation's  stock owned by the  stockholder  for which full  payment has been
made, or for which payment is being made by installments  in conjunction  with a
stockholder-approved  option plan. Each stock certificate shall be signed by the
Chairman,  the President or a Vice President and  countersigned by the Secretary
or Treasurer or Assistant  Treasurer  of the  Corporation.  A stock  certificate
shall be deemed to be so signed and sealed  whether the required  signatures are
manual or facsimile  signatures  and whether the seal is a facsimile seal or any
other  form of seal.  In case any  officer of the  Corporation  who has signed a
stock certificate ceases to be an officer of the Corporation, whether because of
death,  resignation or otherwise,  before the stock  certificate is issued,  the
certificate  may  nevertheless  be issued and delivered by the Corporation as if
the officer had not ceased to be such officer on the date of issue.

SECTION 2.        Transfer of Shares.
                  ------------------

         Shares  of  stock  shall  be  transferable  only  on the  books  of the
Corporation by the holder thereof,  in person or by duly authorized  agent, upon
the  surrender  of  the  stock   certificate   representing  the  shares  to  be
transferred,  properly  endorsed.  The Board of  Directors  shall have power and
authority to make other rules and regulations concerning the issue, transfer and
registration of stock certificates as it may deem expedient.

SECTION 3.        Transfer Agents and Registrars.
                  ------------------------------

         The  Corporation  may have one or more transfer  agents and one or more
registrars of its stock,  whose  respective  duties the Board of Directors  may,
from  time  to  time,   define.  No  stock  certificate  shall  be  valid  until
countersigned  by a transfer  agent,  if the Corporation has a transfer agent in
respect of that  class or series of  capital  stock,  or until  registered  by a
registrar, if the Corporation has a registrar in respect of that class or series
of capital stock. The duties of transfer agent and registrar may be combined.

SECTION 4.        New Certificates.
                  ----------------

         In case any stock  certificate  is alleged  to have been lost,  stolen,
mutilated, or destroyed, the Board of Directors may authorize the issue of a new
certificate  in place  thereof  upon such  terms and  conditions  as it may deem
advisable.  The Board of Directors may, in its  discretion,  further require the
owner of the stock certificate or the owner's duly authorized agent to give bond
with  sufficient  surety to the  Corporation to indemnify it against any loss or
claim which may arise by reason of the issue of a stock certificate in the place
of one reportedly lost, stolen, or destroyed.
<PAGE>

SECTION 5.        Record Dates.
                  ------------

         The Board of Directors  may fix, in advance,  a date as the record date
for the  purpose of  determining  those  stockholders  who shall be  entitled to
notice of, or to vote at, any  meeting of  stockholders,  or for the  purpose of
determining  those  stockholders who shall be entitled to receive payment of any
dividend or the allotment of any rights,  or for the purpose of making any other
proper  determination  with respect to stockholders.  The date shall be not more
than 90 days,  and in the case of a meeting  of  stockholders,  not less than 10
days,  prior  to the  date  on  which  the  particular  action,  requiring  such
determination of stockholders,  is to be taken. In lieu of fixing a record date,
the Board of Directors may provide that the stock transfer books shall be closed
for a stated period,  not to exceed in any case 20 days. When the stock transfer
books are closed for the purpose of determining  stockholders entitled to notice
of or to vote at a meeting of  stockholders,  the closing of the transfer  books
shall be at least 10 days before the date of the meeting.

SECTION 6.        Annual Report.
                  -------------

         The  President of the  Corporation  shall  annually  prepare a full and
correct  statement of the affairs of the Corporation,  including a balance sheet
and a financial  statement of operations  for the preceding  fiscal year.  These
statements  shall be sent to the extent possible to each beneficial owner of the
stock of the  Corporation  prior to or with the proxy  statement  and  notice to
stockholders of the annual meeting of stockholders.  It will be submitted at the
annual  meeting,  and  within  20  days  thereafter  be  placed  on  file at the
Corporation's principal offices in Maryland.


                                   ARTICLE VI

                              Dividends and Finance

SECTION 1.        Dividends.
                  ---------

         Subject to any statutory or charter  conditions  and  limitations,  the
Board of Directors may in its discretion  declare what, if any,  dividends shall
be paid from the  surplus or from the net profits of the  Corporation,  the date
when the  dividends  shall be  payable,  and the date for the  determination  of
holders of record to whom the dividends shall be paid.

SECTION 2.        Depositories.
                  ------------

         The Board of Directors  from time to time shall  designate  one or more
banks or trust  companies as depositories of the Corporation and shall designate
those officers and agents who shall have authority to deposit corporate funds in
such  depositories.  It shall also designate those officers and agents who shall
have  authority  to  withdraw  from  time to time any or all of the funds of the
Corporation  so  deposited  upon  checks,  drafts,  or orders for the payment of
money, notes and other evidences of indebtedness,  drawn against the account and
issued in the name of the Corporation.  The signatures of the officers or agents
may be made manually or by facsimile. No check or order for the payment of money
shall be invalidated because a person whose signature appears thereon has ceased
to be an officer or agent of the Corporation prior to the time of payment of the
check or order by any depository.

SECTION 3.        Corporate Obligations.
                  ---------------------

         No loans  shall be  contracted  on  behalf  of the  Corporation  and no
evidences of  indebtedness  or guaranties of the  obligations of others shall be
issued in the name of the Corporation  unless  authorized by a resolution of the
Board of Directors.  Such authority may be either general or specific. When duly
authorized,  all  loans,  promissory  notes,  acceptances,  other  evidences  of
indebtedness and guaranties shall be signed by the President,  a Vice President,
the Treasurer, or an Assistant Treasurer.
<PAGE>

SECTION 4.        Fiscal Year.
                  -----------

         The  fiscal  year of the  Corporation  shall  begin on the first day of
January and end on the last day of December of each year.


                                   ARTICLE VII

                                Books and Records

SECTION 1.        Books and Records.
                  -----------------

         The  Corporation  shall maintain a stock ledger which shall contain the
name and  address of each  stockholder  and the number of shares of stock of the
Corporation  which  the  stockholder  holds.  The  ledger  shall  be kept at the
principal offices of the Corporation in Towson,  Baltimore County,  Maryland, or
at the offices of the  Corporation's  stock  transfer  agent.  All other  books,
accounts, and records of the Corporation,  including the original or a certified
copy of these Bylaws,  the minutes of all stockholders  meetings,  a copy of the
annual statement,  and any voting trust agreements on file with the Corporation,
shall be kept and  maintained by the  Secretary at the principal  offices of the
Corporation in Towson.

SECTION 2.        Inspection Rights.
                  -----------------

         Except as  otherwise  provided by statute or by  charter,  the Board of
Directors shall determine  whether and to what extent the books,  accounts,  and
records of the  Corporation,  or any of them, shall be open to the inspection of
stockholders.  No stockholder shall have any right to inspect any book, account,
document  or record  of the  Corporation  except as  conferred  by  statute,  by
charter, or by resolution of the stockholders or the Board of Directors.


                                  ARTICLE VIII

                                      Seal

SECTION 1.        Seal.
                  ----

         The seal of the  Corporation  shall  consist of a  circular  impression
bearing the name of the Corporation  and the word "Maryland"  around the rim and
in the center the word "Incorporated" and the year "1910."
<PAGE>


                                   ARTICLE IX

                                 Indemnification

SECTION 1.        Indemnification.
                  ---------------

         The  Corporation  to the full  extent  permitted  by, and in the manner
permissible  under,  the laws of the State of Maryland and other applicable laws
and regulations may indemnify any person who is or was an officer,  employee, or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee, or agent of another corporation or entity and
shall  indemnify any director of the  Corporation  or any director who is or was
serving at the request of the  Corporation as a director of another  corporation
or entity,  who by reason of his or her position was, is, or is threatened to be
made  a  party  to  an   action  or   proceeding,   whether   civil,   criminal,
administrative,  or investigative,  against any and all expenses (including, but
not limited to, attorneys' fees, judgments,  fines, penalties,  and amounts paid
in  settlement)  actually  and  reasonably  incurred by the  director,  officer,
employee, or agent in connection with the proceeding.  Repeal or modification of
this  Section  or the  relevant  law shall not  affect  adversely  any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding  theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.


                                    ARTICLE X

                                   Amendments

SECTION 1.        Amendment of Bylaws.
                  -------------------

         These  Bylaws may be amended at any  meeting of the  stockholders  by a
majority of all the votes cast,  provided the text of the amendment is submitted
with the notice of the  meeting.  The Board of  Directors  may also amend  these
Bylaws by a vote of a majority of the directors  present at a meeting,  provided
that the Board of Directors  shall not consider or act on any amendment to these
Bylaws  that,  directly  or  indirectly,  modifies  the meaning or effect of any
amendment  to these  Bylaws  adopted by the  stockholders  within the  preceding
12-month period, or any amendment to these Bylaws that,  directly or indirectly,
contains  substantially  similar provisions to those of an amendment rejected by
the stockholders within the preceding 12-month period.