<PAGE>

                                       BY-LAWS

                                          OF

                       SUPERIOR NATIONAL INSURANCE GROUP, INC. 

             -----------------------------------------------------------


                                      ARTICLE I

                                     STOCKHOLDERS


     Section 1.1.  ANNUAL MEETINGS.  An annual meeting of stockholders shall 
be held for the election of directors at such date, time and place, either 
within or without the State of Delaware, as may be designated by resolution 
of the Board of Directors from time to time.  Any other proper business may 
be transacted at the annual meeting.

     Section 1.2.  SPECIAL MEETINGS.  Special meetings of stockholders for 
any purpose or purposes may be called at any time by the Board of Directors, 
any officer of the Corporation or by ten percent (10%) of the stockholders.

     Section 1.3.  NOTICE OF MEETINGS.  Whenever stockholders are required or 
permitted to take any action at a meeting, a written notice of the meeting 
shall be given that shall state the place, date and hour of the meeting and, 
in the case of a special meeting, the purpose or purposes for which the 
meeting is called.  Unless otherwise provided by law, the certificate of 
incorporation or these by-laws, the written notice of any meeting shall be 
given not less than ten nor more than sixty days before the date of the 
meeting to each stockholder entitled to vote at such meeting.  If mailed, 
such notice shall be deemed to be given when deposited in the United States 
mail, postage prepaid, directed to the stockholder at his address as it 
appears on the records of the corporation.

     Section 1.4.  ADJOURNMENTS.  Any meeting of stockholders, annual or 
special, may adjourn from time to time to reconvene at the same or some other 
place, and notice need not be given of any such adjourned meeting if the time 
and place thereof are announced at the meeting at which the adjournment is 
taken.  At the adjourned meeting the corporation may transact any business 
which might have been transacted at the original meeting.  If the adjournment 
is for more than thirty days, or if after the adjournment a new record date 
is fixed for the adjourned meeting, notice of the adjourned meeting shall be 
given to each stockholder of record entitled to vote at the meeting.

     Section 1.5.  QUORUM.  Except as otherwise provided by law, the 
certificate of incorporation or these by-laws, at each meeting of 
stockholders the presence in person or by proxy of the holders of a majority 
in voting power of the outstanding shares of stock entitled to vote at the 
meeting shall be necessary and sufficient to constitute a quorum.  In the 
absence of a quorum, the stockholders so present may, by a majority in voting 
power 

                                      
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thereof, adjourn the meeting from time to time in the manner provided in 
Section 1.4 of these by-laws until a quorum shall attend.  Shares of its own 
stock belonging to the corporation or to another corporation, if a majority 
of the shares entitled to vote in the election of directors of such other 
corporation is held, directly or indirectly, by the corporation, shall 
neither be entitled to vote nor be counted for quorum purposes; provided, 
however, that the foregoing shall not limit the right of the corporation or 
any subsidiary of the corporation to vote stock, including but not limited to 
its own stock, held by it in a fiduciary capacity.

     Section 1.6.  ORGANIZATION.  Meetings of stockholders shall be presided 
over by the Chairman of the Board, if any, or in his absence by the Vice 
Chairman of the Board, if any, or in his absence by the President, or in his 
absence by a Vice President, or in the absence of the foregoing persons by a 
chairman designated by the Board of Directors, or in the absence of such 
designation by a chairman chosen at the meeting.  The Secretary shall act as 
secretary of the meeting, but in his absence the chairman of the meeting may 
appoint any person to act as secretary of the meeting. 

     Section 1.7.  VOTING; PROXIES.  Except as otherwise provided by the 
certificate of incorporation, each stockholder entitled to vote at any 
meeting of stockholders shall be entitled to one vote for each share of stock 
held by him which has voting power upon the matter in question.  Each 
stockholder entitled to vote at a meeting of stockholders or to express 
consent or dissent to corporate action in writing without a meeting may 
authorize another person or persons to act for him by proxy, but no such 
proxy shall be voted or acted upon after three years from its date, unless 
the proxy provides for a longer period. A proxy shall be irrevocable if it 
states that it is irrevocable and if, and only as long as, it is coupled with 
an interest sufficient in law to support an irrevocable power.  A stockholder 
may revoke any proxy which is not irrevocable by attending the meeting and 
voting in person or by filing an instrument in writing revoking the proxy or 
by delivering a proxy in accordance with applicable law bearing a later date 
to the Secretary of the corporation.  Voting at meetings of stockholders need 
not be by written ballot.  At all meetings of stockholders for the election 
of directors a plurality of the votes cast shall be sufficient to elect.  All 
other elections and questions shall, unless otherwise provided by law, the 
certificate of incorporation or these by-laws, be decided by the affirmative 
vote of the holders of a majority in voting power of the shares of stock 
which are present in person or by proxy and entitled to vote thereon.

     Section 1.8.  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

          (A)  ANNUAL MEETINGS OF STOCKHOLDERS.  (1) Nominations of persons 
for election to the Board of Directors of the Corporation and the proposal of 
business to be considered by the stockholders may be made at an annual 
meeting of stockholders (a) pursuant to the Corporation's notice of meeting 
delivered pursuant to Section 1.3 of these By-laws, (b) by or at the 
direction of the Chairman of the Board of Directors or (c) by any stockholder 
of the Corporation who is entitled to vote at the meeting, who complied with 
the notice procedures set forth in clauses (2) and (3) of this 

                                      2.
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paragraph (A) of this By-law and who was a stockholder of record at the time 
such notice is delivered to the Secretary of the Corporation.

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

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

          (B)  SPECIAL MEETINGS OF STOCKHOLDERS.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section
1.3 of these By-laws.  Nominations of persons for election to the Board of
Directors may be made at a 

                                      3.
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special meeting of stockholders at which directors are to be elected pursuant 
to the Corporation's notice of meeting (a) by or at the direction of the 
Board of Directors or (b) by any stockholder of the Corporation who is 
entitled to vote at the meeting, who complies with the notice procedures set 
forth in this By-law and who is a stockholder of record at the time such 
notice is delivered to the Secretary of the Corporation.  Nominations by 
stockholders of persons for election to the Board of Directors may be made at 
such a special meeting of stockholders if the stockholder's notice as 
required by paragraph (A)(2) of this By-law shall be delivered to the 
Secretary at the principal executive offices of the Corporation not earlier 
than the ninetieth day prior to such special meeting and not later than the 
close of business on the later of the seventieth day prior to such special 
meeting or the tenth day following the day on which public announcement is 
first made of the date of the special meeting and of the nominees proposed by 
the Board of Directors to be elected at such meeting.  In no event shall the 
public announcement of an adjournment of a special meeting commence a new 
time period for the giving of a stockholder's notice as described above.

          (C)  GENERAL.

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

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

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

     Section 1.9.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other 

                                      4.
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distribution or allotment of any rights, or entitled to exercise any rights 
in respect of any change, conversion or exchange of stock or for the purpose 
of any other lawful action, the Board of Directors may fix a record date, 
which record date shall not precede the date upon which the resolution fixing 
the record date is adopted by the Board of Directors, and which record date:  
(1) in the case of determination of stockholders entitled to vote at any 
meeting of stockholders or adjournment thereof, shall, unless otherwise 
required by law, not be more than sixty nor less than ten days before the 
date of such meeting; (2) in the case of determination of stockholders 
entitled to express consent to corporate action in writing without a meeting, 
shall not be more than ten days from the date upon which the resolution 
fixing the record date is adopted by the Board of Directors; and (3) in the 
case of any other action, shall not be more than sixty days prior to such 
other action.  If no record date is fixed:  (1) the record date for 
determining stockholders entitled to notice of or to vote at a meeting of 
stockholders shall be at the close of business on the day next preceding the 
day on which notice is given, or, if notice is waived, at the close of 
business on the day next preceding the day on which the meeting is held; (2) 
the record date for determining stockholders entitled to express consent to 
corporate action in writing without a meeting, when no prior action of the 
Board of Directors is required by law, shall be the first date on which a 
signed written consent setting forth the action taken or proposed to be taken 
is delivered to the corporation in accordance with applicable law, or, if 
prior action by the Board of Directors is required by law, shall be at the 
close of business on the day on which the Board of Directors adopts the 
resolution taking such prior action; and (3) the record date for determining 
stockholders for any other purpose shall be at the close of business on the 
day on which the Board of Directors adopts the resolution relating thereto.  
A determination of stockholders of record entitled to notice of or to vote at 
a meeting of stockholders shall apply to any adjournment of the meeting; 
provided, however, that the Board of Directors may fix a new record date for 
the adjourned meeting.

     Section 1.10.  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.  Upon the
willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting.  Except as otherwise provided by law, the stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 1.11.  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

                                      5.
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          (a)  Any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of the stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting for the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt request.

          (b)  Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the date the earliest dated consent is delivered to the Corporation, a written
consent or consents signed by a sufficient number of holders to take action are
delivered to the Corporation in the manner prescribed in paragraph (c) of this
Section.

          (c)  In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date.  The Board of
Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date. 
If no record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation in accordance with paragraphs (a) and (b) of this Section.  If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

          (d)  Within five (5) business days after receipt of the earliest dated
consent delivered to the Corporation in the manner provided in this Section, the
Corporation, shall retain nationally recognized independent inspectors of
elections for the purposes of 

                                      6.
<PAGE>

performing a ministerial review of the validity of consents and any 
revocations thereof.  The cost of retaining inspectors of election shall be 
borne by the Corporation.

          (e)  At any time that stockholders soliciting consents in writing to
corporate action have a good faith belief that the requisite number of valid and
unrevoked consents to authorize or take the action specified has been received
by them, the consents shall be delivered by the soliciting stockholders of the
Corporation's registered office in the State of Delaware or principal place of
business or to the Secretary of the Corporation, together with a certificate
stating their belief that the requisite number of valid and unrevoked consents
has been received as of a specific date, which date shall be identified in the
certificate.  In the event that delivery shall be made to the Corporation's
registered office in Delaware, such delivery shall be made by hand or by
certified or registered mail, return receipt requested.  Upon receipt of such
consents, the Corporation shall cause the consents to be delivered promptly to
the inspectors of election.  The Corporation also shall deliver promptly to the
inspectors of election any revocations of consents in its possession, custody or
control as of the time of receipt of the consents.

          (f)  As promptly as practicable after the consents and revocations are
received by them, the inspectors of election shall issue a preliminary report to
the Corporation stating:  (i) the number of shares represented by valid and
unrevoked consents; (ii) the number of shares represented by invalid consents;
(iii) the number of shares represented by invalid revocations; and (iv) the
number of shares entitled to submit consents as of the record date.  Unless the
Corporation and the soliciting stockholders agree to a shorter or longer period,
the Corporation and the soliciting stockholders shall have five (5) days to
review the consents and revocations and to advise the inspectors and the
opposing party in writing as to whether they intend to challenge the preliminary
report.  If no timely written notice of an intention to challenge the
preliminary report is received, the inspectors shall certify the preliminary
report (as corrected or modified by virtue or the detection by the inspectors of
clerical errors) as their final report and deliver it to the Corporation.  If
the Corporation or the soliciting stockholders give timely written notice of an
intention to challenge the preliminary report, a challenge session shall be
scheduled by the inspectors as promptly as practicable.  A transcript of the
challenge session shall be recorded by a certified court reporter.  Following
completion of the challenge session, the inspectors shall issue as promptly as
practicable their final report and deliver it to the Corporation.  A copy of the
final report shall be included in the book in which the proceedings of meetings
of stockholders are required.

          (g)  The Corporation shall give prompt notice to the stockholders of
the results of any consent solicitation or the taking of corporate action
without a meeting by less than unanimous written consent.

          (h)  This Section shall in no way impair or diminish the right of any
stockholder or director, or any officer whose title to office is contested, to
contest the validity of any consent or revocation thereof, or to take any other
action with respect thereto. 

                                      7.
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     Section 1.12.  INSPECTORS OF ELECTION.  The corporation may, and shall if
required by law, in advance of any meeting of stockholders, appoint one or more
inspectors of election, who may be employees of the corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof.  The
corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting.  Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability.  The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of
capital stock of the corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify such
other information as may be required by law.  In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the
corporation, the inspectors may consider such information as is permitted by
applicable law.  No person who is a candidate for an office at an election may
serve as an inspector at such election.

     Section 1.13.  CONDUCT OF MEETINGS.  The date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting by the person presiding over the
meeting.  The Board of Directors of the corporation may adopt by resolution such
rules and regulations for the conduct of the meeting of stockholders as it shall
deem appropriate.  Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting.  Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants.  Unless and to the extent determined by
the Board of Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

                                      8.
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                                      ARTICLE II

                                  BOARD OF DIRECTORS

     Section 2.1.  NUMBER; QUALIFICATIONS.  The Board of Directors shall consist
of eleven (11) members unless changed by an amendment to the certificate of
incorporation.  Directors need not be stockholders.

     Section 2.2.  ELECTION; RESIGNATION; VACANCIES.  The Board of Directors
shall initially consist of the persons named as directors in the certificate of
incorporation, and each director so elected shall hold office until the first
annual meeting of stockholders or until his successor is elected and qualified. 
At the first annual meeting of stockholders and at each annual meeting
thereafter, the stockholders shall elect directors each of whom shall hold
office for a term of one year or until his successor is elected and qualified. 
Any director may resign at any time upon written notice to the corporation.  Any
newly created directorship or any vacancy occurring in the Board of Directors by
reason of death or resignation may be filled by a majority of the remaining
members of the Board of Directors, although such majority is less than a quorum,
or by a plurality of the votes cast at a meeting of stockholders.  Any vacancy
occurring in the Board of Directors by reason of removal of a director by the
vote or written consent of the stockholders may be filled only by a majority of
the shares entitled to vote represented at a duly held meeting at which a quorum
is present, or by the written consent of the holders of the outstanding shares
entitled to vote.  Each director elected in accordance with either of the two
preceding sentences shall hold office until the expiration of the term of office
of the director whom he has replaced or until his successor is elected and
qualified.

     Section 2.3.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board of Directors may from time to time determine, and if so
determined notices thereof need not be given.

     Section 2.4.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the President, any Vice President, the Secretary, or by any
member of the Board of Directors.  Notice of a special meeting of the Board of
Directors shall be given by the person or persons calling the meeting at least
twenty-four hours before the special meeting.

     Section 2.5.  TELEPHONIC MEETINGS PERMITTED.  Members of the Board of 
Directors, or any committee designated by the Board of Directors, may 
participate in a meeting thereof by means of conference telephone or similar 
communications equipment by means of which all persons participating in the 
meeting can hear each other, and participation in a meeting pursuant to this 
by-law shall constitute presence in person at such meeting.

     Section 2.6.  QUORUM; VOTE REQUIRED FOR ACTION.  At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the 

                                      9.
<PAGE>

transaction of business.  Except in cases in which the certificate of 
incorporation, these by-laws or applicable law otherwise provides, the vote 
of a majority of the directors present at a meeting at which a quorum is 
present shall be the act of the Board of Directors.

     Section 2.7.  ORGANIZATION.  Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
their absence by a chairman chosen at the meeting.  The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

     Section 2.8.  ACTION BY WRITTEN CONSENT OF DIRECTORS.  Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or such committee.


                                      10.
<PAGE>

                                     ARTICLE III

                                      COMMITTEES

     Section 3.1.  COMMITTEES.  The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.  Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it.

     Section 3.2.  COMMITTEE RULES.  Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business.  In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws.

                                      ARTICLE IV

                                       OFFICERS

     Section 4.1.  EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;
RESIGNATION; REMOVAL; VACANCIES.  The Board of Directors shall elect a President
and Secretary, and it may, if it so determines, choose a Chairman of the Board
and a Vice Chairman of the Board from among its members.  The Board of Directors
may also choose one or more Vice Presidents, one or more Assistant Secretaries,
a Chief Financial Officer or a Treasurer and one or more Assistant Treasurers. 
Each such officer shall hold office until the first meeting of the Board of
Directors after the annual meeting of stockholders next succeeding his election,
and until his successor is elected and qualified or until his earlier
resignation or removal.  Any officer may resign at any time upon written notice
to the corporation.  The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation.  Any number of
offices may be held by the same person.  Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

     Section 4.2.  POWERS AND DUTIES OF EXECUTIVE OFFICERS.  The officers of the
corporation shall have such powers and duties in the management of the
corporation as may 

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be prescribed in a resolution by the Board of Directors and, to the extent 
not so provided, as generally pertain to their respective offices, subject to 
the control of the Board of Directors.  The Board of Directors may require 
any officer, agent or employee to give security for the faithful performance 
of his duties.

                                      ARTICLE V

                                        STOCK

     Section 5.1.  CERTIFICATES.  Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Chief Financial Officer or Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the corporation
certifying the number of shares owned by him in the corporation.  Any of or all
the signatures on the certificate may be a facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

     Section 5.2.  LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW
CERTIFICATES.  The corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                      ARTICLE VI

                                   INDEMNIFICATION

     Section 6.1.  RIGHT TO INDEMNIFICATION.  The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person (an "Indemnitee") who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
corporation or, while a director or officer of the corporation, is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such Indemnitee.  Notwithstanding the
preceding sentence, except as otherwise provided in Section 6.3, the corporation
shall be required to indemnify an Indemnitee in connection with a proceeding (or
part thereof) 

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commenced by such Indemnitee only if the commencement of such proceeding (or 
part thereof) by the Indemnitee was authorized by the Board of Directors of 
the corporation.

     Section 6.2.  PREPAYMENT OF EXPENSES.  The corporation shall pay the
expenses (including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, PROVIDED, HOWEVER, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under this
Article VI or otherwise.

     Section 6.3.  CLAIMS.  If a claim for indemnification or payment of
expenses under this Article VI is not paid in full within sixty days after a
written claim therefor by the Indemnitee has been received by the corporation,
the Indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim.  In any such action the corporation shall have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.

     Section 6.4.  NONEXCLUSIVITY OF RIGHTS.  The rights conferred on any
Indemnitee by this Article VI shall not be exclusive of any other rights which
such Indemnitee may have or hereafter acquire under any statute, provision of
the certificate of incorporation, these by-laws, agreement, vote of stockholders
or disinterested directors or otherwise.

     Section 6.5.  OTHER SOURCES.  The corporation's obligation, if any, to
indemnify or to advance expenses to any Indemnitee who was or is serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or non-profit enterprise.

     Section 6.6.  AMENDMENT OR REPEAL.  Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any Indemnitee in respect of any act or omission
occurring prior to the time of such repeal or modification.

     Section 6.7.  OTHER INDEMNIFICATION AND PREPAYMENT OF EXPENSES.  This
Article VI shall not limit the right of the corporation, to the extent and in
the manner permitted by law, to indemnify and to advance expenses to persons
other than Indemnitees when and as authorized by appropriate corporate action. 

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<PAGE>

                                     ARTICLE VII

                                    MISCELLANEOUS

     Section 7.1.  FISCAL YEAR.  The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

     Section 7.2.  SEAL.  The corporate seal shall have the name of the
corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

     Section 7.3.  WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND
COMMITTEES.  Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting 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.  Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

     Section 7.4.  INTERESTED DIRECTORS; QUORUM.  No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if:  (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

     Section 7.5.  FORM OF RECORDS.  Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, 

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microphotographs, or any other information storage device, provided that the 
records so kept can be converted into clearly legible form within a 
reasonable time.  

     Section 7.6.  AMENDMENT OF BY-LAWS.  These by-laws may be altered or
repealed, and new by-laws made, by the Board of Directors, but the stockholders
may make additional by-laws and may alter and repeal any by-laws whether adopted
by them or otherwise.



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