<PAGE>


                             AMENDED AND RESTATED BYLAWS

                                          OF

                                   ZALE CORPORATION

                               (a Delaware corporation)

                                     ARTICLE I

                                    STOCKHOLDERS

    SECTION 1.  ANNUAL MEETINGS.  The annual meeting of stockholders for the 
election of directors and for the transaction of such other business as may 
properly come before the meeting shall be held each year at such date and 
time, within or without the State of Delaware, as the Board of Directors 
shall determine; PROVIDED, HOWEVER, that the first annual meeting of the 
stockholders of the Corporation after the Effective Time shall be held as 
soon as practicable after the filing with the Securities and Exchange 
Commission of the Annual Report on Form 10-K of the Corporation for the 
fiscal year ended March 31, 1994 but in no event later than July 31, 1994 or 
such earlier date as may be required under applicable law and the rules of 
any securities exchange on which the capital stock of the Corporation may be 
listed.

    SECTION 2.  SPECIAL MEETINGS.  Special meetings of stockholders for the 
transaction of such business as may properly come before the meeting may be 
called by order of a majority of Board of Directors, by the Chairman of the 
Board of Directors or by the President or Secretary upon the written request 
of stockholders holding together at least 25% of all the outstanding shares 
of the Common Stock of the Corporation entitled to vote at the meeting, and 
shall be held at such date and time, within or without the State of Delaware, 
as may be specified by such order.  Whenever the place of such a meeting is 
not so specified, the meeting shall be held at the principal executive office 
of the Corporation.

    SECTION 3.  NOTICE OF MEETINGS.  Written notice of all meetings of the 
stockholders, stating the place, date and hour of the meeting and the place 
within the city or other municipality or community at which the list of 
stockholders may be examined, shall be mailed or delivered to each 
stockholder not less than 10 nor more than 60 days prior to the meeting.  
Notice of any special meeting shall state in general terms the purpose or 
purposes for which the meeting is to be held.

    SECTION 4.  STOCKHOLDER LISTS.  The officer who has charge of the stock 
ledger of the Corporation shall prepare and make, at least 10 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 

<PAGE>

stockholder. Such list shall be open to the examination of any stockholder, 
for any purpose germane 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.

    The stock ledger shall be the only evidence as to who are the 
stockholders entitled to examine the stock ledger, the list required by this 
section or the books of the Corporation, or to vote in person or by proxy at 
any meeting of stockholders.

    SECTION 5.  QUORUM.  Except as otherwise provided by law or the 
Certificate of Incorporation, a quorum for the transaction of business at any 
meeting of stockholders shall consist of the holders of record of a majority 
of the issued and outstanding shares of the capital stock of the Corporation 
entitled to vote at the meeting, present in person or by proxy.  At all 
meetings of the stockholders at which a quorum is present, all matters, 
except as otherwise provided by law or the Certificate of Incorporation, 
shall be decided by the vote of the holders of a majority of the shares 
entitled to vote thereat present in person or by proxy.  If there be no such 
quorum, the holders of a majority of such shares so present or represented 
may adjourn the meeting from time to time, without further notice, until a 
quorum shall have been obtained.  When a quorum is once present it is not 
broken by the subsequent withdrawal of any stockholder.

    SECTION 6. ORGANIZATION.  Meetings of stockholders shall be presided over 
by the Chairman, if any, or if none or in the Chairman's absence the 
Vice-Chairman, if any, or if none or in the Vice-Chairman's absence the 
President, if any, or if none or in the President's absence a Vice-President, 
or, if none of the foregoing is present, by a chairman to be chosen by the 
stockholders entitled to vote who are present in person or by proxy at the 
meeting.  The Secretary of the Corporation, or in the Secretary's absence an 
Assistant Secretary, shall act as secretary of every meeting, but if neither 
the Secretary nor an Assistant Secretary is present, the presiding officer of 
the meeting shall appoint any person present to act as secretary of the 
meeting.

    SECTION 7.  VOTING; PROXIES; REQUIRED VOTE. (a) At each meeting of 
stockholders, every Stockholder shall be entitled to vote in person or by 
proxy appointed by instrument in writing, subscribed by such stockholder or 
by such stockholder's duly authorized attorney-in-fact (but no such proxy 
shall be voted or acted upon after three years from its date, unless the 
proxy provides for a longer period), and, unless the Certificate of 
Incorporation provides otherwise, shall have one vote for each share of stock 
entitled to vote registered in the name of such stockholder on the books of 
the Corporation on the applicable record date fixed by the Board of Directors 
pursuant to Article VIII.  At all elections of directors the voting may but 
need not be by ballot and a plurality of the votes cast there shall elect.  
Except as otherwise required by law or the Certificate of Incorporation, any 
other action shall be authorized by a majority of the votes cast.

    (b)  Where a separate vote by a class or classes is required, a majority of
the outstanding 

<PAGE>

shares of such class or classes, present in person or represented by proxy, 
shall constitute a quorum entitled to take action with respect to that vote 
on that matter and the affirmative vote of the majority of shares of such 
class or classes present in person or represented by proxy at the meeting 
shall be the act of such class, unless otherwise provided in the 
Corporation's Certificate of Incorporation.

    (c)  Stockholders may participate in a meeting of stockholders only in 
person or by proxy voted or acted upon by an individual attending in person. 
Participation by conference telephone or similar communications equipment in 
a meeting of stockholders shall not constitute presence in person at the 
meeting.

    SECTION 8.  INSPECTORS.  The Board of Directors, in advance of any 
meeting, may, but need not, appoint one or more inspectors of election to act 
at the meeting or any adjournment thereof. If an inspector or inspectors are 
not so appointed, the person presiding at the meeting may, but need not, 
appoint one or more inspectors.  In case any person who may be appointed as 
an inspector fails to appear or act, the vacancy may be filled by appointment 
made by the directors in advance of the meeting or at the meeting by the 
person presiding thereat. Each inspector, if any, before entering upon the 
discharge of his or her duties, shall take and sign an oath faithfully to 
execute the duties of inspector at such meeting with strict impartiality and 
according to the best of his ability. The inspectors, if any, shall determine 
the number of shares of stock outstanding and the voting power of each, the 
shares of stock represented at the meeting, the existence of a quorum, and 
the validity and effect of proxies, and shall receive votes, ballots or 
consents, hear and determine all challenges and questions arising in 
connection with the right to vote, count and tabulate all votes, ballots or 
consents, determine the result, and do such acts as are proper to conduct the 
election or vote with fairness to all stockholders.  On request of the person 
presiding at the meeting, the inspector or inspectors, if any, shall make a 
report in writing of any challenge, question or matter determined by such 
inspector or inspectors and execute a certificate of any fact found by such 
inspector or inspectors.

    SECTION 9.  NOTICE OF STOCKHOLDER BUSINESS.  At an annual or special 
meeting of the stockholders, only such business shall be conducted as shall 
have been properly brought before the meeting.  To be properly brought before 
an annual or special meeting business must be (a) specified in the notice of 
meeting (or any supplement thereto) given by or at the direction of the Board 
of Directors, (b) otherwise properly brought before the meeting by or at the 
direction of the Board of Directors or (c) otherwise properly brought before 
the meeting by a stockholder.  For business to be properly brought before an 
annual or special meeting by a stockholder, the stockholder must have given 
timely notice thereof in writing to the Secretary of the Corporation.  To be 
timely, a stockholder's notice must be delivered to or mailed and received at 
the principal executive offices of the Corporation, not less than 60 days nor 
more than 90 days prior to the meeting; PROVIDED, HOWEVER, that in the event 
that less than 70 days' notice or prior public disclosure of the date of the 
meeting is given or made to stockholders, notice by the stockholder to 


                                       3
<PAGE>

be timely must be so received not later than the close of business on the 
10th day following the day on which such notice of the date of the annual or 
special meeting was mailed or such public disclosure was made or, in the case 
of an annual meeting, if earlier than such 10th day, the 60th day before the 
first anniversary of the later of (i) the next preceding annual meeting or 
(ii) the Effective Date (as defined in the Plan).  A stockholder's notice to 
the Secretary shall set forth as to each matter the stockholder proposes to 
bring before the annual or special meeting (a) a brief description of the 
business desired to be brought before the annual or special meeting and the 
reasons for conducting such business at the annual or special meeting, (b) 
the name and address, as they appear on the Corporation's books, of the 
stockholder proposing such business, (c) the class and number of shares of 
the Corporation which are beneficially owned by the stockholder and (d) any 
material interest of the stockholder in such business. Notwithstanding 
anything in the Bylaws to the contrary, no business shall be conducted at any 
annual or special meeting except in accordance with the procedures set forth 
in this Section 9. The Chairman of the annual or special meeting shall, if 
the facts warrant, determine and declare to the meeting that business was not 
properly brought before the meeting and in accordance with the provisions of 
this Section 9, and if he should so determine, he shall so declare to the 
meeting and any such business not properly brought before the meeting shall 
not be transacted.

    SECTION 10.  NOTICE OF STOCKHOLDER NOMINEES.  Only persons who are 
nominated in accordance with the procedures set forth in this Section 10 
shall be eligible for election as directors.  Nominations of persons for 
election to the Board of Directors of the Corporation may be made at a 
meeting of stockholders by or at the direction of the Board of Directors 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 10.  Such nominations, other than those made by or at the 
direction of the Board of Directors, shall be made pursuant to timely notice 
in writing to the Secretary of the Corporation.  To be timely, a 
stockholder's notice shall be delivered to or mailed and received at the 
principal executive offices of the Corporation not less than 60 days nor more 
than 90 days prior to the meeting; PROVIDED, however, that in the event that 
less than 70 days' notice or prior public disclosure of the date of the 
meeting is given or made to stockholders, notice by the stockholder to be 
timely must be so received not later than the close of business on the 10th 
day following the day on which such notice of the date of the meeting was 
mailed or such public disclosure was made or, in the case of an annual 
meeting, if earlier than such 10th day, the 60th day before the first 
anniversary of the later of (i) the last annual meeting or (ii) the Effective 
Date (as defined in the Plan).  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, (i) the name, age, business address and residence 
address of such person, (ii) the principal occupation or employment of such 
person, (iii) the class and number of shares of the Corporation which are 
beneficially owned by such person and (iv) any other 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 
(including without limitation such person's written consent to being named in 
the proxy 


                                       4
<PAGE>

statement as a nominee and to serving as a director if elected); and (b) as 
to the stockholder giving the notice (i) the name and address, as they appear 
on the Corporation's books, of such stockholder and (ii) the class and number 
of shares of the Corporation which are owned of record by such stockholder.  
At the request of the Board of Directors any person nominated by the Board of 
Directors for election as a director shall furnish to the Secretary of the 
Corporation that information required to be set forth in a stockholder's 
notice of nomination which pertains to the nominee.  No person shall be 
eligible for election as a director of the Corporation unless nominated in 
accordance with the procedures set forth in this Section 10.  The chairman of 
the meeting shall, if the facts warrant, determine and declare to the meeting 
that a nomination was not made in accordance with the procedures prescribed 
by the Bylaws, and if he should so determine, he shall so declare to the 
meeting and the defective nomination shall be disregarded.

    SECTION 11.  ADJOURNMENT.  When a meeting is for any reason adjourned to 
another time or place, notice need not be given of the adjourned meeting if 
the time and place thereof are announced at the meeting at which the 
adjournment is taken.  At the adjourned meeting, any business may be 
transacted which might have been transacted at the original meeting.  If the 
adjournment is for more than 30 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.

                                      ARTICLE II

                                  BOARD OF DIRECTORS
                                           
    SECTION 1.  GENERAL POWERS.  Subject to paragraph (b) of Article SIXTH of 
the Certificate of Incorporation, the business, property and affairs of the 
Corporation shall be managed by, or under the direction of, the Board of 
Directors.

    SECTION 2.  QUALIFICATION; NUMBER; TERM; REMUNERATION. (a) Each director 
shall be at least 18 years of age.  A director need not be a stockholder, a 
citizen of the united States, or a resident of the State of Delaware.  The 
number of directors constituting the entire Board of Directors shall be seven 
until the first annual meeting of stockholders after the Effective Time and 
thereafter shall be seven or such greater number (not to exceed nine) as the 
Board of Directors shall determine from time to time.  One of the directors 
shall be selected by the Board of Directors to be its Chairman.  The use of 
the phrase "entire Board" or "whole Board" herein refers to the total number 
of directors which the Corporation would have if there were no vacancies.

    (b)  Directors who are elected at an annual meeting of stockholders, and 
directors who are elected in the interim to fill vacancies and newly created 
directorships, shall hold office until the next annual meeting of 
stockholders and until their successors are elected and qualified or until 
their earlier resignation or removal.


                                       5
<PAGE>

    (c)  Directors shall be paid their reasonable and necessary expenses, if 
any, of attendance at each meeting of the Board of Directors or any Committee 
thereof and, as shall be authorized by the Board of Directors, may be paid a 
fixed sum for attendance at each meeting of the Board of Directors or any 
Committee thereof and a stated fee as director.  No such payment shall 
preclude any director form serving the Corporation in any other capacity and 
receiving compensation therefore

    SECTION 3.  QUORUM AND MANNER OF VOTING.  Except as otherwise provided by 
law, a majority of the entire Board shall constitute a quorum.  A majority of 
the directors present, whether or not a quorum is present, may adjourn a 
meeting from time to time to another time and place without notice.  The vote 
of the majority of the directors present at a meeting at which a quorum is 
present shall be the act of the Board of Directors.

    SECTION 4.  PLACES OF MEETINGS.  Meetings of the Board of Directors may 
be held at any place within or without the State of Delaware, as may from 
time to time be fixed by resolution of the Board of Directors, or as may be 
specified in the notice of meeting.

    SECTION 5.  ANNUAL MEETING.  Following the annual meeting of 
stockholders, the newly elected Board of Directors shall meet for the purpose 
of the election of officers and the transaction of such other business as may 
properly come before the meeting.  Such meeting may be held without notice 
immediately after the annual meeting of stockholders at the same place at 
which such stockholders' meeting is held.

    SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors 
shall be held at such times and places as the Board of Directors shall from 
time to time by resolution determine.  Notice need not be given of regular 
meetings of the Board of Directors held at times and places fixed by 
resolution of the Board of Directors.

    SECTION 7.  SPECIAL MEETINGS.  Special meetings of the Board of Directors 
shall be held whenever called by the Chairman of the Board or President or by 
a majority of the directors then in office.

    SECTION 8.  NOTICE OF MEETINGS.  Subject to Article XIV, notice of the 
place, date and time and the purpose or purposes of each special meeting of 
the Board of Directors shall be given to each director by mailing, delivering 
by facsimile transmission or telephoning the same or by delivering the same 
personally, in each case at least five days before the special meeting.

    SECTION 9.  ORGANIZATION.  At all meetings of the Board of Directors, the 
Chairman, if any, or if none or in the Chairman's absence or inability to 
act, the Vice-Chairman, if any, or in the Vice-Chairman's absence or 
inability to act, the President, if he or she is a member of the Board of 
Directors, or in the President's absence or inability to act, any 
Vice-President who is a member of 


                                       6
<PAGE>

the Board of Directors, or in such Vice-President absence or inability to 
act, a chairman chosen by the directors, shall preside.  The Secretary of the 
Corporation shall act as secretary at all meetings of the Board of Directors 
when present, and, in the Secretary's absence, the presiding officer may 
appoint any person to act as secretary.

    SECTION 10.  RESIGNATION.  Any director may resign at any time upon 
written notice to the Corporation and such resignation shall take effect upon 
receipt thereof by the President or Secretary, unless otherwise specified in 
the resignation.  Any or all of the directors may be removed, with or without 
cause, at a special meeting of the stockholders, by the holders of a majority 
of the shares of stock outstanding and entitled to vote for the election of 
directors.

    SECTION 11.  VACANCIES.  Unless otherwise provided in these Bylaws, 
vacancies on the Board of Directors, whether caused by resignation, death, 
disqualification, removal, an increase in the authorized number of directors 
or otherwise, may be filled by the affirmative vote of a majority of the 
remaining directors, although less than a quorum, or by a sole remaining 
director, or at a special meeting of the stockholders, by the holders of 
shares entitled to vote for the election of directors.

    SECTION 12.  ACTION BY WRITTEN CONSENT.  Any action required or permitted 
to be taken at any meeting of the Board of Directors may be taken without a 
meeting if all the directors consent thereto in writing, and the writing or 
writings are filed with the minutes of proceedings of the Board of Directors.

    SECTION 13.  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 his or her dissent is entered in the minutes of the meeting or 
unless such director files his or her written dissent to such action with the 
person acting as the Secretary of the meeting before the adjournment thereof 
or delivers such dissent to the Secretary of the Corporation in person, by 
mail or by telecopy immediately after the adjournment of the meeting or 
within a reasonable time after receipt of the minutes of such meeting at 
which the action was taken. Such right to dissent shall not apply to a 
director who voted in favor of such action.

    SECTION 14.  MEETINGS BY TELEPHONE.  Members of the Board or any 
committee of the directors may, at the election of the Chairman, participate 
in a meeting of the Board or committee by means of conference telephone or 
similar communications equipment by which all persons participating in the 
meeting can hear each other at the same time.  Such participation shall 
constitute presence in person at the meeting.

                                     ARTICLE III


                                       7
<PAGE>

                                   AUDIT COMMITTEE

    SECTION 1.  DESIGNATION.  The Board of Directors shall by a resolution 
adopted by a majority of the entire Board designate an Audit committee of not 
less than two directors who are not employees of the Corporation or any 
Subsidiary thereof.  Members of the Audit Committee may be members of other 
committees of the Board of Directors.  The members of the Audit committee 
shall elect a Chairman by the affirmative vote of a majority of such members.

    SECTION 2.  POWERS.  The power and authority of the Audit Committee 
shall, to the extent permitted by law, be to (i) initiate or review the 
results of an audit or investigation, at any time, into the business affairs 
of the Corporation and its Subsidiaries; (ii) review the Corporation's 
annual and quarterly reports; (iii) conduct pre-audit and post-audit reviews 
with the Corporation's management, financial employees and independent 
auditors; and (iv) exercise such other powers and authority as shall from 
time to time be assigned thereto by resolution of the Board of Directors.

    Management of the Corporation shall inform the Audit Committee regularly 
with respect to the business and financial condition of the Corporation and 
its Subsidiaries, and shall notify the Audit Committee promptly of (i) any 
proposed material change in accounting or financial reporting practices; (ii) 
any proposed change of independent auditors; and (iii) such other matters as 
may from time to time be designated by the Board of Directors.

    In connection with the performance of its duties, the Audit Committee 
shall have unrestricted access to and assistance from the officers, employees 
and independent auditors of the Corporation, and shall be furnished with such 
resources and support from the Corporation as the Audit Committee shall deem 
necessary.  The Audit Committee shall have standing authority to employ, at 
the expense of the Corporation, such experts and professionals as the Audit 
Committee shall deem appropriate from time to time.

    SECTION 3.  REPORTS.  The Audit Committee shall report to the Board of 
Directors when and as required by the Board of Directors and when and as 
deemed appropriate by the Audit Committee, but in any event, not less 
frequently than quarterly.

    SECTION 4.  MEETINGS.  Regular meetings of the Audit Committee shall be 
held not less frequently than quarterly.  Special meetings of the Audit 
Committee way be called by or at the request of the Chairman of the Audit 
Committee or a majority of the members of the Audit Committee or the Board of 
Directors upon five Business Days, notice to the members (unless each member 
waives such notice before or after the meeting).

    Subject to Article XIV, a notice of the place, date and time and the 
purpose or purposes of such meeting of the Audit Committee shall be given by 
the Chairman of the Audit Committee and 


                                       8
<PAGE>

shall be given to each member by mailing, delivering by facsimile 
transmission, telephoning the same or by delivering the same personally, in 
each case at least five days before the meeting.

    The Audit Committee may hold its meetings at the principal office of the 
Corporation or at any other place upon which a majority of the committee may 
at any time agree.
































                                       9
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                                   ARTICLE IV

                             COMPENSATION COMMITTEE

     SECTION 1.  DESIGNATION.  The Board of Directors shall by a resolution
adopted by a majority of the entire Board designate a Compensation Committee of
not less than two directors who are not employees of the Corporation or any
Subsidiary thereof.  Members of the Compensation Committee may be members of
other committees of the Board of Directors.  The members of the Compensation
Committee shall elect a Chairman by the affirmative vote of a majority of such
members.

     SECTION 2.  POWERS.  The power and authority of the Compensation Committee
shall, to the extent permitted by law, be to (i) administer the Corporation's
stock option plan and such other incentive compensation plans for which the
Compensation Committee shall from time to time be designated as the
administrator pursuant to resolution of the Board of Directors; (ii) subject to
final decision by the entire Board of Directors, review proposed compensation of
the Chief Executive Officer and, if and to the extent required by the rules and
regulations promulgated under the Securities Exchange Act of 1934, other
executive officers of the Corporation and its Subsidiaries; (iii) subject to
final decision by the entire Board of Directors, consider senior management
succession and related matters; (iv) prepare and disseminate an annual written
Compensation Committee Report for presentation to the Board; and (v) exercise
such other powers and authority as shall from time to time be assigned thereto
by resolution of the Board of Directors.

     The Compensation Committee Report shall set forth such information as may
be necessary to comply with the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder and such other information as
the committee determines.

     In connection with the performance of its duties, the Compensation
Committee shall have unrestricted access to and assistance from the officers,
employees and independent auditors of the Corporation, and shall be furnished
with such resources and support from the Corporation as the Compensation
Committee shall deem necessary or advisable.  The Compensation Committee shall
have standing authority to employ, at the expense of the Corporation, such
experts and professionals as the Compensation Committee shall deem appropriate
from time to time.

     SECTION 3.  REPORTS.  The Compensation Committee shall report to the Board
of Directors when and as required by the Board of Directors and when and as
deemed appropriate by the Compensation Committee, but in any event, not less
frequently than semi-annually.

     SECTION 4. MEETINGS.  Regular meetings of the Compensation Committee shall
be held not less frequently than semi-annually.  Special meetings of the
Compensation Committee may be called by or at the request of the Chairman
thereof or a majority of the members thereof or the 



                                      10


<PAGE>

Board of Directors, upon five Business Days' notice to the members (unless 
each member waives such notice before or after the meeting).

     Subject to Article XIV, a notice of the place, date and time and the
purpose or purposes of such meeting of the Compensation Committee shall be given
by the Chairman of the Compensation Committee and shall be given to each member
by mailing, delivering by facsimile transmission, telephoning the same or by
delivering the same personally, in each case at least five days before the
meeting.

     The Compensation Committee may hold its meetings at the principal office of
the Corporation, or at any other place upon which a majority of the Compensation
Committee may at any time agree.

                                   ARTICLE V

                              EXECUTIVE COMMITTEE

     SECTION 1.  DESIGNATION.  The Board of Directors may by a resolution
adopted by a majority of the entire Board designate an Executive Committee of
one or more directors.  Members of the Executive Committee may be members of
other committees of the Board of Directors.  If the Executive Committee has more
than one member, the members of the Executive Committee shall elect a Chairman
by the affirmative vote of a majority of such members.

     SECTION 2.  POWERS.  The power and authority of the Executive Committee
shall, to the extent permitted by law, be to (i) authorize the execution and
delivery in the name of the Corporation of any power of attorney, consignment or
purchase agreement, lease, construction or other contract, loan agreement, bond
or other obligation or instrument, which power of attorney, agreement, lease,
contract, bond, obligation or instrument (each, an "instrument") is entered into
in the ordinary course of business and involves the payment, under such
instrument and under any related instrument entered into by any Material
Subsidiary similarly authorized, by the Corporation and such Material Subsidiary
of an aggregate consideration of less than $2,500,000; (ii) authorize the
opening of bank accounts; (iii) appoint or remove financial or other entities or
persons as agents of the Corporation; (iv) authorize the filing of reports with
governmental agencies; (v) appoint or remove officers of the Corporation other
than the Chairman, the Vice-Chairman, if any, the President and Chief Executive
Officer; and (vi) authorize such other transactions in the ordinary course of
business of the Corporation so long as any such transaction or series of
substantially related transactions involves the payment by the Corporation of an
aggregate consideration of less than $2,500,000.

     SECTION 3.  REPORTS.  The Executive Committee shall report to the Board of
Directors when and as required by the Board of Directors and when and as deemed
appropriate by the 



                                      11


<PAGE>

Executive Committee, but in any event, not less frequently than by the next 
succeeding meeting of the entire Board of Directors.

     SECTION 4.  MEETINGS.  If the Executive Committee has more than one member,
special meetings of the Executive Committee may be called by or at the request
of the Chairman of the Executive Committee or a majority of the members of the
Executive Committee or the Board of Directors upon 24 hours' notice to members
(unless each member waives such notice before or after the meeting).

     If the Executive Committee has more than one member, subject to Article
XIV, a notice of the place, date and time and the purpose or purposes of such
meeting of the Executive Committee shall be given by the Chairman of the
Executive Committee and shall be given to each member by mailing, delivering by
facsimile transmission, telephoning the same or by delivering the same
personally, in each case at least 24 hours before the meeting.

     The Executive Committee may hold its meetings at the principal office of
the Corporation or at any other place upon which a majority of the committee may
at any time agree.

                                  ARTICLE VI

                              COMMITTEES GENERALLY

     SECTION 1.  APPOINTMENT.  The Board of Directors by a resolution adopted by
a majority of the entire Board may from time to time appoint one or more
committees, in addition to the Audit Committee, the Compensation Committee and
the Executive Committee, for any purpose or purposes, to the extent lawful,
which shall have such powers as shall be determined and specified by the Board
of Directors in the resolution of designation.

     SECTION 2.  PROCEDURES - QUORUM AND MANNER OF ACTING.  Each committee shall
fix its own rules of procedure, and, except as otherwise provided in Articles
III, IV and V, shall meet where and as provided by such rules or by resolution
of the Board of Directors.  Except as otherwise provided by law, the presence of
a majority of the then appointed members of a committee shall constitute a
quorum for the transaction of business by that committee, and in every case
where a quorum is present the affirmative vote of a majority of the members of
the committee present shall be the act of the committee.  Each member of a
committee shall have one vote on all matters that come before the committee. 
Each committee shall keep minutes of its proceedings, and actions taken by a
committee shall be reported to the Board of Directors.

     SECTION 3.  ACTION BY WRITTEN CONSENT.  Any action required or permitted to
be taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if all the members of the committee consent thereto in
writing, and the writing or writings are filed with the 



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<PAGE>

minutes of proceedings of the committee.

     SECTION 4.  TERM; TERMINATION.  In the event any person shall cease to be a
director of the Corporation, such person shall simultaneously therewith cease to
be a member of any committee designated by the Board of Directors.

     Any member of any committee may be removed at any time, with or without
cause, by a resolution of a majority of the entire Board.

     Any vacancy in any committee occurring for any reason whatsoever may be
filled in accordance with a resolution of a majority of the entire Board.

                                 ARTICLE VII

                                   OFFICERS

     SECTION 1.  ELECTION AND QUALIFICATIONS.  The Board of Directors shall
elect the officers of the Corporation, which shall include a Chairman of the
Board, a Vice-Chairman of the Board, if any, a President and a Secretary, and
may include, by election or appointment, one or more Senior Vice-Presidents (any
one or more of whom may be given an additional designation of rank or function),
a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such
other officers as the Board may from time to time deem proper.  Each officer
shall have such powers and duties as may be prescribed by these Bylaws and as
may be assigned consistent with the Bylaws of the Board of Directors or the
President.  Any two or more offices may  be held by the same person, except the
President may not also be the Secretary.

     SECTION 2. TERM OF OFFICE AND REMUNERATION.  The term of office of all
officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors.  Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors.  Subject to Article IV, the remuneration of all
officers of the Corporation may be fixed by the Board of Directors or in such
manner as the Board of Directors shall provide.

     SECTION 3.  RESIGNATION; REMOVAL.  Any officer may resign at any time upon
written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President or Secretary, unless otherwise specified in the
resignation.  Any officer shall be subject to removal, with or without cause, at
any time by vote of a majority of the entire Board.

     SECTION 4.  CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD.  The Chairman of the
Board of Directors shall be a director and shall preside at all meetings of the
Board of Directors and shall have such other powers and duties as may from time
to time be assigned by the Board of 



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<PAGE>

Directors.  The Vice-Chairman of the Board of Directors shall assist the 
Chairman of the Board of Directors in the execution of his duties and shall 
have such other authority as from time to time may be assigned by the Board 
of Directors or the President.

     SECTION 5.  PRESIDENT AND CHIEF EXECUTIVE OFFICER.  The President shall be
the chief executive officer of the Corporation and shall have such duties as
customarily pertain to that office.  The President shall have general management
and supervision of the property, business and affairs of the Corporation and
over its other officers; may appoint and remove assistant officers and other
agents and employees; and may execute and deliver in the name of the Corporation
powers of attorney, contracts, bonds and other obligations and instruments.

     SECTION 6.  SENIOR VICE-PRESIDENT.  A Senior Vice-President may execute and
deliver in the name of the Corporation contracts and other obligations and
instruments pertaining to the regular course of the duties of said office, and
shall have such other authority as from time to time may be assigned by the
Board of Directors or the President.

     SECTION 7.  TREASURER.  The Treasurer shall in general have all duties
incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the President.

     Subject to the provisions of Article III hereof, the Treasurer shall
prescribe and maintain the methods and systems of accounting to be followed,
keep complete books and records of accounts, prepare and file all local, state
and federal tax returns, prescribe and maintain an adequate system of internal
audit, and prepare and furnish to the Chief Executive Officer, the Board and the
Audit Committee statements of account showing the financial position of the
Corporation and the results of its operations.

     SECTION 8.  SECRETARY.  The Secretary shall in general have all the duties
incident to the office of Secretary and such other duties as may be assigned by
the Board of Directors or the President.

     SECTION 9.  ASSISTANT OFFICERS.  Any assistant officer shall have such
powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.

                                    ARTICLE VIII

                                   BOOKS AND RECORDS

     SECTION 1.  LOCATION.  The books and records of the Corporation may be kept
at such place or places within or outside the State of Delaware as the Board of
Directors or the respective 



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<PAGE>

officers in charge thereof may from time to time determine.  The record books 
containing the names and addresses of all stockholders, the number and class 
of shares of stock held by each and the dates when they respectively became 
the owners of record thereof shall be kept by the Secretary as prescribed in 
the Bylaws and by such officer or agent as shall be designated by the Board 
of Directors.

     SECTION 2.  ADDRESSES OF STOCKHOLDERS.  Notices of meetings and all other
corporate notices may be delivered personally or mailed to each stockholder at
the stockholder's address as it appears on the records of the Corporation.

     SECTION 3.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. (a) 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, 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 shall not be more than 60 nor less than 10 days
before the date of such meeting.  If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.  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.

     (b)  In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders 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
and which record date shall be not more than 60 days prior to such action.  If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.


                                      ARTICLE IX

                           CERTIFICATES REPRESENTING STOCK

     SECTION 1.  CERTIFICATES; SIGNATURES.  The shares of the Corporation shall
be represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate until such



                                     15


<PAGE>

certificate is surrendered to the Corporation.  Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares 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, or the President or
Senior Vice-President, and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation, representing the number
of shares registered in certificate form.  Any and all signatures on any such
certificate may be facsimiles.  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. 
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation.

     SECTION 2.  TRANSFERS OF STOCK.  Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

     SECTION 3.  FRACTIONAL SHARES.  The Corporation may, but shall not be
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.

     The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the Corporation.

     SECTION 4.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The Corporation may
issue a new certificate of stock in place of any certificate, theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation 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
any such new certificate.


                                      ARTICLE X






                                     16

<PAGE>

                                      DIVIDENDS

     Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to stockholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the Stockholders as dividends or otherwise; and before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

                                   ARTICLE XI

                                  RATIFICATION

     Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or stockholder, non-disclosure, miscomputation, or the application of
improper principles or practices of accounting, may be ratified before or after
judgment, by the Board of Directors or by the stockholders, and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized.  Such ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.

                                 ARTICLE XII

                                CORPORATE SEAL

     The corporate seal shall have inscribed thereon the name of the 
Corporation and shall be in such form and contain such other words and/or 
figures as the Board of Directors shall determine.  The corporate seal may be 
used by printing, engraving, lithographing, stamping or otherwise making, 
placing or affixing, or causing to be printed, engraved, lithographed, 
stamped or otherwise made, placed or affixed, upon any paper or document, by 
any process whatsoever, an impression, facsimile or other reproduction of 
said corporate seal.



                                     17


<PAGE>

                                 ARTICLE XIII

                                 FISCAL YEAR

     The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.  Unless otherwise fixed by the Board of
Directors, the fiscal year of the Corporation shall be the 12 month period
ending on March 31 in each year.













                                      18

<PAGE>


                                     ARTICLE XIV

                                   WAIVER OF NOTICE

     Whenever notice is required to be given by these Bylaws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.


                                      ARTICLE XV
                        BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.


     SECTION 1.  BANK ACCOUNTS AND DRAFTS.  In addition to such bank accounts 
as may be authorized by the Board of Directors, the primary financial officer 
or any person designated by said primary financial officer, whether or not an 
employee of the Corporation, may authorize such bank accounts to be opened or 
maintained in the name and on behalf of the Corporation as he may deem necessary
or appropriate, payments from such bank accounts to be made upon and according
to the check of the Corporation in accordance with the written instructions of
said primary financial officer, or other person so designated by the Treasurer.

     SECTION 2.  CONTRACTS.  The Board of Directors may authorize any person or
persons, in the name and on behalf of the Corporation, to enter into or execute
and deliver any and all deeds, bonds, mortgages, contracts and other obligations
or instruments, and such authority may be general or confined to specific
instances.

     SECTION 3.  PROXIES; POWERS OF ATTORNEY; OTHER INSTRUMENTS.  Except as may
otherwise be provided in the Certificate of Incorporation with respect to any
Material Subsidiary, the Chairman, the President or any other person designated
by either of them shall have the power and authority to execute and deliver
proxies, powers of attorney and other instruments on behalf of the Corporation
in connection with the rights and powers incident to the ownership of stock by
the Corporation.  Except as may otherwise be provided in the Certificate of
Incorporation with respect to any Material Subsidiary, the Chairman, the
President or any other person authorized by proxy or power of attorney executed
and delivered by either of them on behalf of the Corporation may attend and vote
at any meeting of stockholders of any company in which the Corporation may hold
stock, and may exercise on behalf of the Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting, or
otherwise as specified in the proxy or power of attorney so authorizing any such
person.  Except as may otherwise be provided in the Certificate of Incorporation
with respect to any Material Subsidiary, the Board of Directors, from time to
time, may confer like powers upon any other person.



                                     19

<PAGE>

     SECTION 4. FINANCIAL REPORTS.  The Board of Directors may appoint the
primary financial officer or other fiscal officer to cause to be prepared and
furnished to stockholders entitled thereto any special financial notice and/or
financial statement, as the case may be, which may be required by any provision
of law.

                                 ARTICLE XVI

                                 AMENDMENTS

     The Board of Directors shall have power to adopt, amend or repeal Bylaws 
in accordance with the Certificate of Incorporation.  Bylaws adopted by the 
Board of Directors may be repealed or changed, and new Bylaws made, by the 
stockholders in accordance with the Certificate of Incorporation, and the 
stockholders may prescribe that any Bylaw made by them shall not be altered, 
amended or repealed by the Board of Directors.

                                 ARTICLE XVII

                                 MISCELLANEOUS

     All capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Certificate of Incorporation.

Effective as of 12:00 noon, July 30, 1993.









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