Adopted 10/17/96
                                                                Amended 07/16/98
                                                                ----------------
                                                                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
<PAGE>

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.

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

     Stockholders  may vote  either in person or by proxy,  but no proxy that is
dated  more than 11 months  before the  meeting at which it is offered  shall be
accepted unless the proxy shall on its face name a longer period for which it is
to  remain  in  force.  Each  proxy  shall  be in  writing  and  signed  by  the
stockholder,  or by the stockholder's duly authorized agent, and shall be dated.
The proxy 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.

<PAGE>

                                   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.

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.
<PAGE>

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.

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
<PAGE>

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.

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
<PAGE>

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.

                                   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.
<PAGE>

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.

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.
<PAGE>

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.

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.
<PAGE>

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.

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.