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                                RIC HOLDING, INC.



                                RESTATED BY-LAWS



                   As amended effective as of October 8, 1996






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<PAGE>

                                RIC HOLDING, INC.

                                RESTATED BY-LAWS

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                      PAGE
-------                                                                      ----
<S>                 <C>                                                        <C>
ARTICLE I.     STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . .   1
     Section 1.01.  Annual Meetings. . . . . . . . . . . . . . . . . . . . .   1
     Section 1.02.  Special Meetings . . . . . . . . . . . . . . . . . . . .   1
     Section 1.03.  Notice of Meetings; Waiver . . . . . . . . . . . . . . .   2
     Section 1.04.  Quorum . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Section 1.05.  Voting . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Section 1.06.  Voting by Ballot . . . . . . . . . . . . . . . . . . . .   3
     Section 1.07.  Adjournment. . . . . . . . . . . . . . . . . . . . . . .   3
     Section 1.08.  Proxies. . . . . . . . . . . . . . . . . . . . . . . . .   3
     Section 1.09.  Organization; Procedure. . . . . . . . . . . . . . . . .   4
     Section 1.10.  Consent of Stockholders in Lieu of Meeting . . . . . . .   4

ARTICLE II.    BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . .   5
     Section 2.01.  General Powers . . . . . . . . . . . . . . . . . . . . .   5
     Section 2.02.  Number and Term of Office. . . . . . . . . . . . . . . .   5
     Section 2.03.  Election of Directors. . . . . . . . . . . . . . . . . .   7
     Section 2.04.  Annual and Regular Meetings. . . . . . . . . . . . . . .   7
     Section 2.05.  Special Meetings; Notice . . . . . . . . . . . . . . . .   8
     Section 2.06.  Quorum; Voting . . . . . . . . . . . . . . . . . . . . .   8
     Section 2.07.  Adjournment. . . . . . . . . . . . . . . . . . . . . . .   8
     Section 2.08.  Action Without a Meeting . . . . . . . . . . . . . . . .   8
     Section 2.09.  Regulations; Manner of Acting. . . . . . . . . . . . . .   8
     Section 2.10.  Action by Telephonic Communications. . . . . . . . . . .   9
     Section 2.11.  Resignations . . . . . . . . . . . . . . . . . . . . . .   9
     Section 2.12.  Removal of Directors . . . . . . . . . . . . . . . . . .   9
     Section 2.13.  Vacancies and Newly Created   Directorships. . . . . . .   9
     Section 2.14.  Compensation . . . . . . . . . . . . . . . . . . . . . .  10
     Section 2.15.  Reliance on Accounts and Reports, etc. . . . . . . . . .  10

ARTICLE III.   EXECUTIVE COMMITTEE AND OTHER COMMITTEES  . . . . . . . . . .  11
     Section 3.01.  How Constituted. . . . . . . . . . . . . . . . . . . . .  11
     Section 3.02.  Powers . . . . . . . . . . . . . . . . . . . . . . . . .  11
     Section 3.03.  Proceedings. . . . . . . . . . . . . . . . . . . . . . .  13
     Section 3.04.  Quorum and Manner of Acting. . . . . . . . . . . . . . .  13
     Section 3.05.  Action by Telephonic Communications. . . . . . . . . . .  14
</TABLE>


<PAGE>

<TABLE>
<S>                 <C>                                                    <C>
     Section 3.06.  Absent or Disqualified Members of Additional Committees.  14
     Section 3.07.  Resignations . . . . . . . . . . . . . . . . . . . . . .  14
     Section 3.08.  Removal. . . . . . . . . . . . . . . . . . . . . . . . .  14
     Section 3.09.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . .  14

ARTICLE IV.    OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     Section 4.01.  Number . . . . . . . . . . . . . . . . . . . . . . . . .  15
     Section 4.02.  Election . . . . . . . . . . . . . . . . . . . . . . . .  15
     Section 4.03.  Salaries . . . . . . . . . . . . . . . . . . . . . . . .  15
     Section 4.04.  Removal and Resignation; Vacancies . . . . . . . . . . .  15
     Section 4.05.  Authority and Duties of Officers . . . . . . . . . . . .  15
     Section 4.06.  The President and Chief Executive Officer. . . . . . . .  16
     Section 4.07.  The Chief Operating Officer. . . . . . . . . . . . . . .  17
     Section 4.08.  The Vice Presidents. . . . . . . . . . . . . . . . . . .  17
     Section 4.09.  The Secretary. . . . . . . . . . . . . . . . . . . . . .  17
     Section 4.10.  The Chief Financial Officer. . . . . . . . . . . . . . .  18
     Section 4.11.  The Treasurer. . . . . . . . . . . . . . . . . . . . . .  19
     Section 4.12.  Additional Officers. . . . . . . . . . . . . . . . . . .  20
     Section 4.13.  Security . . . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE V.     CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . .  20
     Section 5.01.  Certificates of Stock. . . . . . . . . . . . . . . . . .  20
     Section 5.02.  Signatures; Facsimile. . . . . . . . . . . . . . . . . .  21
     Section 5.03.  Lost, Stolen or Destroyed Certificates . . . . . . . . .  21
     Section 5.04.  Transfer of Stock. . . . . . . . . . . . . . . . . . . .  21
     Section 5.05.  Record Date. . . . . . . . . . . . . . . . . . . . . . .  22
     Section 5.06.  Registered Stockholders. . . . . . . . . . . . . . . . .  23
     Section 5.07.  Transfer Agent and Registrar . . . . . . . . . . . . . .  23

ARTICLE VI.    INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .  23
     Section 6.01.  Nature of Indemnity. . . . . . . . . . . . . . . . . . .  23
     Section 6.02.  Successful Defense . . . . . . . . . . . . . . . . . . .  25
     Section 6.03.  Determination That Indemnification Is Proper . . . . . .  25
     Section 6.04.  Advance Payment of Expenses. . . . . . . . . . . . . . .  25
     Section 6.05.  Procedure for Indemnification of Directors and
                    Officers . . . . . . . . . . . . . . . . . . . . . . . .  25
     Section 6.06.  Survival; Preservation of Other Rights . . . . . . . . .  26
     Section 6.07.  Insurance. . . . . . . . . . . . . . . . . . . . . . . .  27
     Section 6.08.  Severability . . . . . . . . . . . . . . . . . . . . . .  27
     Section 6.09.  Definitions. . . . . . . . . . . . . . . . . . . . . . .  27

ARTICLE VII.   OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
     Section 7.01.  Registered Office. . . . . . . . . . . . . . . . . . . .  28
     Section 7.02.  Other Offices. . . . . . . . . . . . . . . . . . . . . .  28
</TABLE>


                                    ii

<PAGE>

<TABLE>
<S>                 <C>                                                    <C>
ARTICLE VIII.  GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . .  28
     Section 8.01.  Dividends. . . . . . . . . . . . . . . . . . . . . . . .  28
     Section 8.02.  Reserves . . . . . . . . . . . . . . . . . . . . . . . .  29
     Section 8.03.  Execution of Instruments . . . . . . . . . . . . . . . .  29
     Section 8.04.  Corporate Indebtedness . . . . . . . . . . . . . . . . .  29
     Section 8.05.  Deposits . . . . . . . . . . . . . . . . . . . . . . . .  30
     Section 8.06.  Checks . . . . . . . . . . . . . . . . . . . . . . . . .  30
     Section 8.07.  Sale, Transfer, etc. of Securities . . . . . . . . . . .  30
     Section 8.08.  Voting as Stockholder. . . . . . . . . . . . . . . . . .  31
     Section 8.09.  Fiscal Year. . . . . . . . . . . . . . . . . . . . . . .  31
     Section 8.10.  Seal . . . . . . . . . . . . . . . . . . . . . . . . . .  31
     Section 8.11.  Books and Records; Inspection. . . . . . . . . . . . . .  31
     Section 8.12.  Definitions. . . . . . . . . . . . . . . . . . . . . . .  31

ARTICLE IX.    AMENDMENT OF BY-LAWS. . . . . . . . . . . . . . . . . . . . .  32
     Section 9.01.  Amendment. . . . . . . . . . . . . . . . . . . . . . . .  32

ARTICLE X.      CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . .  33
     Section 10.01. Construction . . . . . . . . . . . . . . . . . . . . . .  33
</TABLE>


                                    iii

<PAGE>

                               RIC HOLDING, INC.

                               RESTATED BY-LAWS

                   As amended effective as of October 8, 1996

     Certain defined terms used herein without definition shall have the 
meanings set forth in Section 8.12.

                                   ARTICLE I.

                                  STOCKHOLDERS


     Section 1.01.  ANNUAL MEETINGS.  The annual meeting of the stockholders 
of the Corporation for the election of directors and for the transaction of 
such other business as properly may come before such meeting shall be held at 
such place, either within or without the State of Delaware, and at 10:00 a.m. 
local time on the first Tuesday in May (or, if such day is a legal holiday, 
then on the next succeeding business day), or at such other date and hour, as 
may be fixed from time to time by resolution of the Board of Directors and 
set forth in the notice or waiver of notice of the meeting. 
[Sections 211(a), (b).](1)

     Section 1.02.  SPECIAL MEETINGS.  Special meetings of the stockholders 
may be called at any time by the Chairman or by the Board of Directors.  A 
special meeting shall be called by (subject to Section 4.06) the President 
and Chief Executive Officer or by the Secretary, immediately upon receipt of 
a written request therefor by stockholders holding in the aggregate not less 
than a majority of the outstanding shares of the Corporation at the time 
entitled to vote at any meeting of the stockholders.  If such officers or the 
Board of Directors shall fail to call such meeting within 20 days after 
receipt of such request, any stockholder executing such request may call such 
meeting.  Such special meetings of the stockholders shall be held at such 
places, within or without the State of Delaware, as 

------------
(1)  Citations are to the General Corporation Law of the State of Delaware
     as in effect on August 15, 1995 (the "DGCL"), and are inserted for
     reference only, and do not constitute a part of the By-Laws.


<PAGE>

shall be specified in the respective notices or waivers of notice thereof.  
[Section 211(d).]

     Section 1.03.  NOTICE OF MEETINGS; WAIVER.  The Secretary or any 
Assistant Secretary shall cause written notice of the place, date and hour of 
each meeting of the stockholders, and, in the case of a special meeting, the 
purpose or purposes for which such meeting is called, to be given personally 
or by mail, not less than ten nor more than sixty days prior to the meeting, 
to each stockholder of record entitled to vote at such meeting.  If such 
notice is mailed, it shall be deemed to have been given to a stockholder when 
deposited in the United States mail, postage prepaid, directed to the 
stockholder at his address as it appears on the record of stockholders of the 
Corporation, or, if he shall have filed with the Secretary of the Corporation 
a written request that notices to him be mailed to some other address, then 
directed to him at such other address.  Such further notice shall be given as 
may be required by law.

     No notice of any meeting of stockholders need be given to any 
stockholder who submits a signed waiver of notice, whether before or after 
the meeting.  Neither the business to be transacted at, nor the purpose of, 
any regular or special meeting of the stockholders need be specified in a 
written waiver of notice.  The attendance of any stockholder at a meeting of 
stockholders shall constitute a waiver of notice of such meeting, except when 
the stockholder attends a meeting for the express purpose of objecting, at 
the beginning of the meeting, to the transaction of any business on the 
ground that the meeting is not lawfully called or convened.  
[Sections 222, 229.]

      Section 1.04.  QUORUM.  Except as otherwise required by law or by the 
Certificate of Incorporation, the presence in person or by proxy of the 
holders of record of a majority of the shares entitled to vote at a meeting 
of stockholders shall constitute a quorum for the transaction of business at 
such meeting.  [Section 216.]

     Section 1.05.  VOTING.  If, pursuant to Section 5.05 of these By-Laws, a 
record date has been fixed, every holder of record of shares entitled to vote 
at a meeting of stockholders shall be entitled to one vote for each share 
outstanding in his name on the books of the Corporation at the close of 
business on such record date.  If no record date has been fixed, then every 
holder of record of shares entitled to vote at a meeting of stockholders 
shall be


                                    2

<PAGE>

entitled to one vote for each share of stock standing in his name on the 
books of the Corporation at the close of business on the day next preceding 
the day on which notice of the meeting 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.  Except as otherwise required by law or by the Certificate of 
Incorporation, the vote of a majority of the shares represented in person or 
by proxy at any meeting at which a quorum is present shall be sufficient for 
the transaction of any business at such meeting.  [Sections 212(a), 216.]

     Section 1.06.  VOTING BY BALLOT.  No vote of the stockholders need be 
taken by written ballot or conducted by Inspectors of Elections unless 
otherwise required by law.  Any vote which need not be taken by ballot may be 
conducted in any manner approved by the meeting.

     Section 1.07.  ADJOURNMENT.  If a quorum is not present at any meeting of 
the stockholders, the stockholders present in person or by proxy shall have 
the power to adjourn any such meeting from time to time until a quorum is 
present.  Notice of any adjourned meeting of the stockholders of the 
Corporation need not be given if the place, date and hour thereof are 
announced at the meeting at which the adjournment is taken, provided, 
however, that if the adjournment is for more than thirty days, or if after 
the adjournment a new record date for the adjourned meeting is fixed pursuant 
to Section 5.05 of these By-Laws, a notice of the adjourned meeting, 
conforming to the requirements of Section 1.03 hereof, shall be given to each 
stockholder of record entitled to vote at such meeting.  At any adjourned 
meeting at which a quorum is present, any business may be transacted that 
might have been transacted on the original date of the meeting.  
[Section 222(c).]

     Section 1.08.  PROXIES.  Any stockholder entitled to vote at any meeting 
of the stockholders or to express consent to or dissent from corporate action 
without a meeting may authorize another person or persons to vote at any such 
meeting and express such consent or dissent for him by proxy.  A stockholder 
may authorize a valid proxy by executing a written instrument signed by such 
stockholder, or by causing his or her signature to be affixed to such writing 
by any reasonable means including, but not limited to, by facsimile 
signature, or by transmitting or authorizing the transmission of a telegram, 
cablegram or other means of electronic transmission to the person designated 
as the holder of the proxy, a proxy solicitation


                                    3

<PAGE>

firm or a like authorized agent. No such proxy shall be voted or acted upon 
after the expiration of three years from the date of such proxy, unless such 
proxy provides for a longer period. Every proxy shall be revocable at the 
pleasure of the stockholder executing it, except in those cases where 
applicable law provides that a proxy shall be irrevocable.  A stockholder may 
revoke any proxy which is not irrevocable by attending the meeting and voting 
in person or by filing an instrument in writing revoking the proxy or by 
filing another duly executed proxy bearing a later date with the Secretary.  
Proxies by telegram, cablegram or other electronic transmission must either 
set forth or be submitted with information from which it can be determined 
that the telegram, cablegram or other electronic transmission was authorized 
by the stockholder.  Any copy, facsimile telecommunication or other reliable 
reproduction of a writing or transmission created pursuant to this section 
may be substituted or used in lieu of the original writing or transmission 
for any and all purposes for which the original writing or transmission could 
be used, provided that such copy, facsimile telecommunication or other 
reproduction shall be a complete reproduction of the entire original writing 
or transmission.  [Sections 212(b), (c), (d), (e).]

     Section 1.09.  ORGANIZATION; PROCEDURE.  At every meeting of stockholders 
the presiding officer shall be (subject to Section 4.06) the President and 
Chief Executive Officer or, in the event of his absence, disability or other 
inability so to act, a presiding officer chosen by a majority of the 
stockholders present in person or by proxy. The Secretary, or in the event of 
his absence or disability, the Assistant Secretary, if any, or if there be no 
Assistant Secretary, in the absence of the Secretary, an appointee of the 
presiding officer, shall act as Secretary of the meeting.  The order of 
business and all other matters of procedure at every meeting of stockholders 
may be determined by such presiding officer.

     Section 1.10.  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  To the 
fullest extent permitted by law, whenever the vote of stockholders at a 
meeting thereof is required or permitted to be taken for or in connection 
with any corporate action, such action may be taken without a meeting, 
without prior notice and without a vote of stockholders, if a consent or 
consents in writing, setting forth the action so taken, shall be signed by 
the holders of outstanding stock having not less than the minimum number of 
votes that would be necessary to authorize or take such


                                    4


<PAGE>

action at a meeting at which all shares entitled to vote thereon were present 
and voted and shall be delivered to the Corporation by delivery to its 
registered office in the State of Delaware, its principal place of business, 
or an officer or agent of the Corporation having custody of the book in which 
proceedings of meetings of stockholders are recorded.  Delivery made to the 
Corporation's registered office shall be by hand or by certified or 
registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each 
stockholder or member who signs the consent and no written consent shall be 
effective to take the corporate action referred to therein unless, within 
sixty days of the earliest dated consent delivered in the manner required by 
law to the Corporation, written consents signed by a sufficient number of 
holders or members to take action are delivered to the Corporation by 
delivery to its registered office in the State of Delaware, its principal 
place of business, or an officer or agent of the Corporation having custody 
of the book in which proceedings of meetings of stockholders or members are 
recorded.  Delivery made to the Corporation's registered office shall be by 
hand or by certified or registered mail, return receipt requested.  
[Section 228(a), (c).]

                                   ARTICLE II.

                               BOARD OF DIRECTORS

          Section 2.01.  GENERAL POWERS.  Except as may otherwise be provided by
law, by the Certificate of Incorporation or by these By-Laws, the property,
affairs and business of the Corporation shall be managed by or under the
direction of the Board of Directors and the Board of Directors may exercise all
the powers of the Corporation.  [Section 141(a).]

          Section 2.02.  NUMBER AND TERM OF OFFICE.  Certain stockholders of
Riverwood Holding, the sole stockholder of the Corporation, shall have rights
and obligations with respect to the nomination and election of Directors of the
Corporation as set forth in the Stockholders Agreement during the term of such
agreement.  The number of Directors constituting the entire Board of Directors
shall be at least 10 and no more than 14, which number may be modified from time
to time by resolution of the Board of Directors, but in no event shall the
number of Directors be less than one,


                                    5

<PAGE>

PROVIDED that for so long as Section 1 of the Stockholders Agreement is in 
effect the number of Directors shall in any event be automatically increased 
or decreased in the manner set forth below:

     (a)  If and to the extent permitted by applicable law, (1) upon the 
termination for any reason of any Nominating Party's right to nominate one or 
more persons to serve as a Director or Directors of the Corporation 
(including any temporary termination attributable to the waiver by such 
Nominating Party of its rights under the Stockholders Agreement), such 
Director or Directors shall be deemed to be removed without cause in 
accordance with Section 141(k) of the DGCL and the number of Directors shall 
be automatically reduced by such number of Directors that the Nominating 
Party would otherwise be entitled to nominate (or such lesser number the 
Nominating Party had previously elected to nominate) and (2) upon the request 
of a Nominating Party to nominate one or more Directors pursuant to Section 1 
of the Stockholders Agreement, the number of Directors of the Corporation 
shall be automatically increased by such number of Directors as such 
Nominating Party is entitled to nominate (or such lesser number the 
Nominating Party elects to nominate), PROVIDED that, if any such nominee is 
an Unaffiliated Nominee, the number of Directors shall not be so increased 
unless and until the Board of Directors of the Corporation shall have 
approved such Unaffiliated Nominee.

     (b)  During any period in which any Nominating Party has, and shall have 
exercised, the right to nominate a Director as provided herein, in the event 
of any vacancy or vacancies in the Board of Directors created by the death, 
disability, retirement, resignation or removal, with or without cause, of a 
Director so nominated, (1) the Board will request such Nominating Party to 
nominate a candidate to be appointed by such Board to fill such vacancy or 
(2) in the event that a candidate to fill such vacancy is to be elected at 
the annual meeting of stockholders of the Corporation, such Nominating Party 
shall have the right to nominate the individual to fill such vacancy, and the 
provisions of Section 1(b) of the Stockholders Agreement shall apply with 
respect to the nomination and election of such nominee to fill such vacancy.

     (c) Each Director (whenever elected) shall hold office until his 
successor has been duly elected and qualified, or until his earlier death, 
resignation or removal.  [Section 141(b).]


                                    6

<PAGE>

     (d)  During the term of the Stockholders Agreement, the Chairman of the 
Board shall be selected by the Directors from one of the Directors nominated 
pursuant to the Stockholders Agreement by the CDR Fund.  The Chairman of the 
Board shall not be an officer of the Corporation, except that the Chairman 
may act as the chief executive officer of the Corporation if elected to that 
position by the Board of Directors, and shall preside at all meetings of the 
Board of Directors at which he is present.  [Section 141(b).]

     Section 2.03.  ELECTION OF DIRECTORS.  Except as otherwise provided in 
Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at 
each annual meeting of the stockholders in a manner which complies with the 
provisions of Section 2.02 of these By-Laws, and Section 1 of the 
Stockholders Agreement during the term of such agreement.  If the annual 
meeting for the election of Directors is not held on the date designated 
therefor, the Directors shall cause the meeting to be held as soon thereafter 
as convenient.  At each meeting of the stockholders for the election of 
Directors, provided a quorum is present, the Directors shall be elected by a 
plurality of the votes validly cast in such election.  
[Sections 211(b), (c), 216.]

     Section 2.04.  ANNUAL AND REGULAR MEETINGS.  The annual meeting of the 
Board of Directors for the purpose of electing officers and for the 
transaction of such other business as may come before the meeting shall be 
held as soon as possible following adjournment of the annual meeting of the 
stockholders at the place of such annual meeting of the stockholders.  Notice 
of such annual meeting of the Board of Directors need not be given.  The 
Board of Directors from time to time may by resolution provide for the 
holding of regular meetings and fix the place (which may be within or without 
the State of Delaware) and the date and hour of such meetings.  Notice of 
regular meetings need not be given, provided, however, that if the Board of 
Directors shall fix or change the time or place of any regular meeting, 
notice of such action shall be mailed promptly, or sent by telegram, radio or 
cable, to each Director who shall not have been present at the meeting at 
which such action was taken, addressed to him at his usual place of business, 
or shall be delivered to him personally.  Notice of such action need not be 
given to any Director who attends the first regular meeting after such action 
is taken without protesting the lack of notice to him, prior to or at the 
commencement of such meeting, or to any Director who submits


                                    7

<PAGE>

a signed waiver of notice, whether before or after such meeting.  
[Sections 141(g), 229.]

     Section 2.05.  SPECIAL MEETINGS; NOTICE.  Special meetings of the Board 
of Directors shall be held whenever called by the Chairman of the Board or by 
a majority of the Directors then in office, at such place (within or without 
the State of Delaware), date and hour as may be specified in the respective 
notices or waivers of notice of such meetings.  Special meetings of the Board 
of Directors may be called on 24 hours' notice, if notice is given to each 
Director personally or by telephone or telegram, or on five days' notice, if 
notice is mailed to each Director, addressed to him at his usual place of 
business. Notice of any special meeting need not be given to any Director who 
attends such meeting without protesting the lack of notice to him, prior to 
or at the commencement of such meeting, or to any Director who submits a 
signed waiver of notice, whether before or after such meeting, and any 
business may be transacted thereat.  [Sections 141(g), 229.]

     Section 2.06.  QUORUM; VOTING.  At all meetings of the Board of 
Directors, the presence of a majority of the total then authorized number of 
Directors shall constitute a quorum for the transaction of business.  Except 
as otherwise required by law, the vote of a majority of the Directors present 
at any meeting at which a quorum is present shall be the act of the Board of 
Directors.  [Section 141(b).]

     Section 2.07.  ADJOURNMENT.  A majority of the Directors present, whether 
or not a quorum is present, may adjourn any meeting of the Board of Directors 
to another time or place.  No notice need be given of any adjourned meeting 
unless the time and place of the adjourned meeting are not announced at the 
time of adjournment, in which case notice conforming to the requirements of 
Section 2.05 shall be given to each Director.

     Section 2.08.  ACTION WITHOUT A MEETING.  Any action required or 
permitted to be taken at any meeting of the Board of Directors may be taken 
without a meeting if all members of the Board of Directors consent thereto in 
writing, and such writing or writings are filed with the minutes of 
proceedings of the Board of Directors.  [Section 141(f).]

     Section 2.09.  REGULATIONS; MANNER OF ACTING.  To the extent consistent 
with applicable law, the Certificate of Incorporation and these By-Laws, the 
Board of Directors


                                    8

<PAGE>

may adopt such rules and regulations for the conduct of meetings of the Board 
of Directors and for the management of the property, affairs and business of 
the Corporation as the Board of Directors may deem appropriate.  The 
Directors shall act only as a Board, and the individual Directors shall have 
no power as such.

     Section 2.10.  ACTION BY TELEPHONIC COMMUNICATIONS.  Members of the 
Board of Directors may participate in a meeting of the Board of Directors by 
means of conference telephone or similar communications equipment by means of 
which all persons participating in the meeting can hear each other, and 
participation in a meeting pursuant to this provision shall constitute 
presence in person at such meeting.  [Section 141(i).]

     Section 2.11.  RESIGNATIONS.  Any Director may resign at any time by 
delivering a written notice of resignation, signed by such Director, to the 
Chairman of the Board and a copy of such notice to the Secretary.  Unless 
otherwise specified therein, such resignation shall take effect upon 
delivery. [Section 141(b).]

     Section 2.12.  REMOVAL OF DIRECTORS.  Any Director may be removed at any 
time, either for or without cause, upon the affirmative vote of the holders 
of a majority of the outstanding shares of stock of the Corporation entitled 
to vote for the election of such Director, cast at a special meeting of 
stockholders called for the purpose, PROVIDED that so long as Section 1(d) of 
the Stockholders Agreement is in effect, (a) no such removal without cause 
shall occur except as provided in such Section 1(d) and (b) in the event of 
the removal of a Director nominated by a Nominating Party for cause, the 
provisions of Section 1(d) of the Stockholders Agreement shall apply with 
respect to the filling of the vacancy created thereby.  Any vacancy in the 
Board of Directors caused by any such removal may be filled at such meeting 
by the stockholders entitled to vote for the election of the Director so 
removed in accordance with Section 2.13 hereof.  If such stockholders do not 
fill such vacancy at such meeting (or in the written instrument effecting 
such removal, if such removal was effected by consent without a meeting), 
such vacancy may be filled in the manner provided in Section 2.13 of these 
By-Laws.  [Section 141(k).]

     Section 2.13.  VACANCIES AND NEWLY CREATED DIRECTORSHIPS.  If any 
vacancies shall occur in the Board of Directors, by reason of death, 
resignation, removal or


                                    9

<PAGE>

otherwise, or if the authorized number of Directors shall be increased, the 
Directors then in office shall continue to act, and such vacancies and newly 
created directorships may be filled by a majority of the Directors then in 
office, although less than a quorum, PROVIDED that no such vacancy in the 
Board of Directors shall be filled in a manner which fails to comply with the 
requirements of Section 2.02 of these By-Laws, and Section 1(d) of the 
Stockholders Agreement during the term of such agreement, and PROVIDED, 
FURTHER, that the Board of Directors shall from time to time make such 
requests for nominations of individuals to fill vacancies in the Board of 
Directors as shall be necessary to cause compliance with the requirements of 
such Section 2.02, and Section 1(d) of the Stockholders Agreement during the 
term of such agreement.  A Director elected to fill a vacancy or a newly 
created directorship shall hold office until his successor has been elected 
and qualified or until his earlier death, resignation or removal.  Any such 
vacancy or newly created directorship may also be filled at any time by vote 
of the stockholders, in the manner provided in Section 1(d) of the 
Stockholders Agreement during the term of such agreement.  
[Sections 141(b), 223.]

     Section 2.14.  COMPENSATION.  The amount, if any, which each Director 
shall be entitled to receive as compensation for his services as such shall 
be fixed from time to time by resolution of the Board of Directors, PROVIDED 
that (a) no director who is an officer or employee of CDR at any time that 
CDR is providing consulting services to the Corporation or one or more of its 
subsidiaries and (b) no director who is an officer or employee of the 
Corporation, shall be entitled to receive any compensation for his or her 
services as a Director (although such Director shall be entitled to be 
reimbursed for any reasonable out-of-pocket expenses incurred in connection 
with his or her services as a Director).  [Section 141(h).]

     Section 2.15.  RELIANCE ON ACCOUNTS AND REPORTS, ETC.  A Director, or a 
member of any Committee designated by the Board of Directors shall, in the 
performance of his duties, be fully protected in relying in good faith upon 
the records of the Corporation and upon information, opinions, reports or 
statements presented to the Corporation by any of the Corporation's officers 
or employees, or Committees designated by the Board of Directors, or by any 
other person as to the matters the member reasonably believes are within such 
other person's professional or expert competence and who has been selected 
with reasonable care by or on behalf of the Corporation.  [Section 141(e).]


                                    10

<PAGE>


                                  ARTICLE III.

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 3.01.  HOW CONSTITUTED.  The Board of Directors, by resolution 
adopted by a majority of the whole Board, (a) shall designate an Executive 
Committee, a Compensation and Benefits Committee and an Audit Committee 
(each, a "Standing Committee" and, collectively, the "Standing Committees") 
and (b) may designate one or more additional committees (each, an "Additional 
Committee" and, together with the Standing Committees, the "Committees"). 
During the term of the Stockholders Agreement, each Standing Committee shall 
consist of such number of Directors as provided by this Section 3.01.  Each 
Additional Committee shall consist of such number of Directors as from time 
to time may be fixed by the Board of Directors.  The Executive Committee 
shall consist of the chief executive officer of the Corporation and four 
other Directors selected in the manner provided in Section 2 of the 
Stockholders Agreement. One of the Directors nominated by the CDR Fund (as 
provided in Section 2(a) of the Stockholders Agreement) shall serve as the 
Chairman of the Executive Committee.  Each of the Compensation and Benefits 
Committee and the Audit Committee shall consist of five Directors who shall 
be selected in the manner provided in Section 2 of the Stockholders 
Agreement.  Any Additional Committee may be abolished or re-designated from 
time to time by the Board of Directors.  The Board of Directors may designate 
one or more Directors as alternate members of any Additional Committee, who 
may replace any absent or disqualified member or members at any meeting of 
Additional Committee.  Members of any Standing Committee or any Additional 
Committee shall (and alternate members, if any, of any Additional Committee 
may) be designated at the annual meeting of the Board of Directors. Each 
member of any Standing Committee or any Additional Committee (and any 
alternate member of any Additional Committee) (whether designated at an 
annual meeting of the Board of Directors or to fill a vacancy or otherwise) 
shall hold office until his successor shall have been designated or until he 
shall cease to be a Director, or until his earlier death, resignation or 
removal.  [Section 141(b),(c).]

     Section 3.02.  POWERS.  During the intervals between the meetings of the 
Board of Directors, the Executive Committee, except as otherwise provided in 
this section, shall have and may exercise all the powers and authority of the 
Board of Directors in the management of the


                                    11

<PAGE>

property, affairs and business of the Corporation.  Each such other 
Committee, except as otherwise provided in this section, shall have and may 
exercise such powers of the Board of Directors as may be provided by 
resolution or resolutions of the Board of Directors. Neither the Executive 
Committee nor any such other Committee shall have the power or authority:

          (a)  to amend the Certificate of Incorporation (except that a
     Committee may, to the extent authorized in the resolution or resolutions
     providing for the issuance of shares of stock adopted by the Board of
     Directors as provided in Section 151(a) of the DGCL, fix the designations
     and any of the preferences or rights of such shares relating to dividends,
     redemption, dissolution, any distribution of assets of the Corporation or
     the conversion into, or the exchange of such shares for, shares of any
     other class or classes or any other series of the same or any other class
     or classes of stock of the Corporation or fix the number of shares of any
     series of stock or authorize the increase or decrease of the shares of any
     series);

          (b)  to adopt an agreement of merger or consolidation or a certificate
     of ownership or merger;

          (c)  to recommend to the stockholders the sale, lease or exchange of
     all or substantially all of the Corporation's property and assets;

          (d)  to recommend to the stockholders a dissolution of the Corporation
     or a revocation of a dissolution;

          (e)  to declare a dividend;

          (f)  to authorize the issuance of stock;

          (g)  to remove the President and Chief Executive Officer of the
     Corporation or a Director;

          (h)  (i) to authorize the Corporation to enter into or amend any
     agreement for the borrowing of funds which provides for additional
     indebtedness in excess of $25 million or (ii) to authorize a material
     modification of any existing facility, unless, in the Executive Committee's
     good faith judgment, such modification is not adverse to the Corporation;


                                    12

<PAGE>

          (i)  to authorize the Corporation to enter into any guarantee of
     indebtedness in excess of $25 million;

          (j)  to authorize any new compensation or benefit program;

          (k)  to appoint or discharge the Corporation's    independent public
     accountants;

          (l)  to authorize the annual operating plan, annual capital
     expenditure plan and strategic plan;

          (m)  to abolish or usurp the authority of the Board of Directors; or

          (n)  to amend these By-Laws of the Corporation.

The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it.  [Section 141(c).]

     Section 3.03.  PROCEEDINGS.  Each such Committee may fix its own rules of 
procedure and may meet at such place (within or without the State of 
Delaware), at such time and upon such notice, if any, as it shall determine 
from time to time.  Each such Committee shall keep minutes of its proceedings 
and shall present a report of such proceedings, including the minutes 
thereof, to the Board of Directors at the meeting of the Board of Directors 
next following any such proceedings.

     Section 3.04.  QUORUM AND MANNER OF ACTING.  Except as may be otherwise 
provided in the resolution creating any Additional Committee, at all meetings 
of any Committee the presence of members (or alternate members) constituting 
a majority of the total then authorized membership of such Committee shall 
constitute a quorum for the transaction of business.  The act of the majority 
of the members present at any meeting at which a quorum is present shall be 
the act of such Committee.  Any action required or permitted to be taken at 
any meeting of any such Committee may be taken without a meeting, if all 
members of such Committee shall consent to such action in writing and such 
writing or writings are filed with the minutes of the proceedings of the 
Committee.  The members of any such Committee shall act only as a Committee, 
and the individual members of such Committee shall have no power as such.  
[Section 141(b), (c), (f).]


                                    13

<PAGE>

     Section 3.05.  ACTION BY TELEPHONIC COMMUNICATIONS.  Members of any 
Committee designated by the Board of Directors may participate in a meeting 
of such Committee by means of conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can hear 
each other, and participation in a meeting pursuant to this provision shall 
constitute presence in person at such meeting.  [Section 141(i).]

     Section 3.06.  ABSENT OR DISQUALIFIED MEMBERS OF ADDITIONAL COMMITTEES. 
In the absence or disqualification of a member of any Additional Committee, 
the member or members thereof present at any meeting and not disqualified 
from voting, whether or not he or they constitute a quorum, may unanimously 
appoint another member of the Board of Directors to act at the meeting in the 
place of any such absent or disqualified member.  [Section 141(c).]

     Section 3.07.  RESIGNATIONS.  Any member (and any alternate member) of 
any Committee may resign at any time by delivering a written notice of 
resignation, signed by such member, to the Chairman or (unless the Chairman 
is then acting as the chief executive officer of the Corporation) the 
President and Chief Executive Officer.  Unless otherwise specified therein, 
such resignation shall take effect upon delivery.  [Section 141(b).]

     Section 3.08.  REMOVAL.  Any member (and any alternate member) of any 
Committee may be removed at any time, either for or without cause, by 
resolution adopted by a majority of the whole Board of Directors; PROVIDED 
that no such action shall be taken with respect to any member of any Standing 
Committee that is inconsistent with the provisions of Sections 1(d) and 2 of 
the Stockholders Agreement during the term of such agreement.

     Section 3.09.  VACANCIES.  If any vacancy shall occur in any Committee, 
by reason of disqualification, death, resignation, removal or otherwise, the 
remaining members (and any alternate members) shall continue to act, and any 
such vacancy may be filled by the Board of Directors; PROVIDED that no 
vacancy in any Committee shall be filled in a manner which fails to comply 
with the provisions of Section 2 of the Stockholders Agreement during the 
term of such agreement.


                                    14

<PAGE>

                                   ARTICLE IV.

                                    OFFICERS

     Section 4.01.  NUMBER.  The officers of the Corporation shall be chosen 
by the Board of Directors and shall be a President and Chief Executive 
Officer, a Chief Operating Officer, a Chief Financial Officer, one or more 
Vice Presidents, a Secretary and a Treasurer.  The Board of Directors also 
may elect one or more Assistant Secretaries and Assistant Treasurers in such 
numbers as the Board of Directors may determine.  The Board of Directors also 
may elect the Chairman to act as the chief executive officer of the 
Corporation as provided in Section 4.06.  Any number of offices may be held 
by the same person.  No officer need be a Director of the Corporation.  
[Section 142(a), (b).]

     Section 4.02.  ELECTION.  Unless otherwise determined by the Board of 
Directors, the officers of the Corporation shall be elected by the Board of 
Directors at the annual meeting of the Board of Directors, and shall be 
elected to hold office until the next succeeding annual meeting of the Board 
of Directors.  In the event of the failure to elect officers at such annual 
meeting, officers may be elected at any regular or special meeting of the 
Board of Directors.  Each officer shall hold office until his successor has 
been elected and qualified, or until his earlier death, resignation or 
removal. [Section 142(b).]

     Section 4.03.  SALARIES.  The salaries of all officers and agents of the 
Corporation shall be fixed by the Board of Directors.

     Section 4.04.  REMOVAL AND RESIGNATION; VACANCIES.  Any officer may be 
removed for or without cause at any time by the Board of Directors.  Any 
officer may resign at any time by delivering a written notice of resignation, 
signed by such officer, to the Board of Directors, the Chairman or (unless 
the Chairman shall then be acting as the chief executive officer of the 
Corporation) the President and Chief Executive Officer.  Unless otherwise 
specified therein, such resignation shall take effect upon delivery.  Any 
vacancy occurring in any office of the Corporation by death, resignation, 
removal or otherwise, shall be filled by the Board of Directors.  
[Section 142(b), (e).]

     Section 4.05.  AUTHORITY AND DUTIES OF OFFICERS.  The officers of the 
Corporation shall have such authority and shall exercise such powers and 
perform such duties as


                                    15

<PAGE>

may be specified in these By-Laws, except that in any event each officer 
shall exercise such powers and perform such duties as may be required by law. 
[Section 142(a).]

     Section 4.06.  THE PRESIDENT AND CHIEF EXECUTIVE OFFICER.  The President 
and Chief Executive Officer shall, subject to the direction of, and subject 
to general or specific resolutions approved by, the Board of Directors, (a) 
preside at all meetings of the stockholders at which he is present, and be 
the chief executive officer of the Corporation, (b) have general control and 
supervision of the policies and operations of the Corporation, see that all 
orders and resolutions of the Board of Directors are carried into effect, and 
report to the Board of Directors, (c) manage and administer the Corporation's 
business and affairs and perform all duties and exercise all powers usually 
pertaining to the office of a chief executive officer of a corporation, (d) 
have the authority to sign, in the name and on behalf of the Corporation, 
checks, orders, contracts, leases, notes, drafts and other documents and 
instruments in connection with the business of the Corporation, and together 
with the Secretary or an Assistant Secretary, conveyances of real estate and 
other documents and instruments to which the seal of the Corporation is 
affixed, (e) have the authority to cause the employment or appointment of 
such employees and agents of the Corporation as the conduct of the business 
of the Corporation may require, to fix their compensation, and to remove or 
suspend any employee or agent elected or appointed by the President and Chief 
Executive Officer or the Board of Directors, and (f) have such other powers 
as are contemplated by the other provisions of these By-Laws.  The President 
and Chief Executive Officer shall perform such other duties and have such 
other powers as the Board of Directors or the Chairman may from time to time 
prescribe.  Notwithstanding the foregoing, and whether or not the President 
and Chief Executive Officer shall then be in office, (i) the Board of 
Directors may elect the Chairman to act as the chief executive officer of the 
Corporation, and (except to the extent required by the General Corporation 
Law of the State of Delaware) may grant and delegate to the Chairman, acting 
in such capacity, any or all of the authority, powers and duties, that 
otherwise may be held, exercised or performed by the President and Chief 
Executive Officer as provided in these By-Laws, and (ii) in the event that 
the Board of Directors elects the Chairman to act as the chief executive 
officer of the Corporation, the President and Chief Executive Officer shall 
no longer be the chief executive officer of the Corporation, and shall not 
hold, exercise or


                                    16


<PAGE>

perform any authority, powers or duties as an officer of the Corporation 
other than as the Board of Directors or the Chairman may prescribe.

     Section 4.07.  THE CHIEF OPERATING OFFICER.  The Chief Operating Officer 
shall be the chief operating officer of the Corporation and shall perform, in 
general, all duties incident to the office of Chief Operating Officer and 
shall be responsible for the operations of the Corporation, including 
manufacturing, engineering, marketing, distribution, sales, labor relations 
and administrative responsibilities and such other duties as may be specified 
in these By-Laws or as may be assigned to him from time to time by (subject 
to Section 4.06) the President and Chief Executive Officer (or, if the 
Chairman is then acting as chief executive officer of the Corporation, by the 
Chairman).  The Chief Operating Officer shall report to the President and 
Chief Executive Officer (or, if the Chairman is then acting as chief 
executive officer of the Corporation, to the Chairman).  In the absence of 
the President and Chief Executive Officer (or, if the Chairman is then acting 
as chief executive officer of the Corporation, the Chairman), the duties of 
such officer in such capacity shall be performed and the powers of such 
officer in such capacity may be exercised by the Chief Operating Officer; 
subject in any case to review and superseding action by (subject to Section 
4.06) the President and Chief Executive Officer (or, if the Chairman is then 
acting as chief executive officer of the Corporation, by the Chairman).

     Section 4.08.  THE VICE PRESIDENTS.  Each Vice President shall perform 
such duties and exercise such powers as may be assigned to him from time to 
time by (subject to Section 4.06) the President and Chief Executive Officer 
(or, if the Chairman is then acting as chief executive officer of the 
Corporation, by the Chairman).

     Section 4.09.  THE SECRETARY.  The Secretary shall have the following 
powers and duties:

          (a)  He shall keep or cause to be kept a record of all the proceedings
     of the meetings of the stockholders and of the Board of Directors in books
     provided for that purpose.  [Section 142(a).]

          (b)  He shall cause all notices to be duly given in accordance with
     the provisions of these By-Laws and as required by law.


                                    17

<PAGE>

          (c)  Whenever any Committee shall be appointed pursuant to a
     resolution of the Board of Directors, he shall furnish a copy of such
     resolution to the members of such Committee.

          (d)  He shall be the custodian of the records and of the seal of the
     Corporation and cause such seal (or a facsimile thereof) to be affixed to
     all certificates representing shares of the Corporation prior to the
     issuance thereof and to all instruments the execution of which on behalf of
     the Corporation under its seal shall have been duly authorized in
     accordance with these By-Laws, and when so affixed he may attest the same.

          (e)  He shall properly maintain and file all books, reports,
     statements, certificates and all other documents and records required by
     law, the Certificate of Incorporation or these By-Laws.

          (f)  He shall have charge of the stock books and ledgers of the
     Corporation and shall cause the stock and transfer books to be kept in such
     manner as to show at any time the number of shares of stock of the
     Corporation of each class issued and outstanding, the names (alphabetically
     arranged) and the addresses of the holders of record of such shares, the
     number of shares held by each holder and the date as of which each became
     such holder of record.

          (g)  He shall sign (unless the Treasurer, an Assistant Treasurer or
     Assistant Secretary shall have signed) certificates representing shares of
     the Corporation the issuance of which shall have been authorized by the
     Board of Directors.

          (h)  He shall perform, in general, all duties incident to the office
     of secretary and such other duties as may be specified in these By-Laws or
     as may be assigned to him from time to time by the Board of Directors or
     (subject to Section 4.06) the President and Chief Executive Officer (or, if
     the Chairman is then acting as chief executive officer of the Corporation,
     the Chairman).

     Section 4.10. THE CHIEF FINANCIAL OFFICER.  The Chief Financial Officer 
shall be the chief financial officer of the Corporation and shall have the 
following powers and duties:


                                    18

<PAGE>

          (a)  He shall have charge and supervision over and be responsible for
     the moneys, securities, receipts and disbursements of the Corporation, and
     shall keep or cause to be kept full and accurate records of all receipts of
     the Corporation.         

          (b)  He shall render to the Board of Directors or the Audit Committee,
     whenever requested, a statement of the financial condition of the
     Corporation and of all his transactions as Chief Financial Officer, and
     render a full financial report at the annual meeting of the stockholders,
     if called upon to do so.

          (c)  He shall be empowered from time to time to require from all
     officers or agents of the Corporation reports or statements giving such
     information as he may desire with respect to any and all financial
     transactions of the Corporation.

          (d)  He shall perform, in general, all duties incident to the office
     of chief financial officer and such other duties as may be specified in
     these By-Laws or as may be assigned to him from time to time by the Board
     of Directors or the Chairman of the Board.

          (e)  The Chief Financial Officer shall report to the President and
     Chief Executive Officer (or, if the Chairman is then acting as chief
     executive officer of the Corporation, to the Chairman).

     Section 4.11.  THE TREASURER.  The Treasurer shall be the treasurer of 
the Corporation and shall have the following powers and duties:

          (a)  He shall cause the moneys and other valuable effects of the
     Corporation to be deposited in the name and to the credit of the
     Corporation in such banks or trust companies or with such bankers or other
     depositaries as shall be selected in accordance with Section 8.05 of these
     By-Laws.

          (b)  He shall cause the moneys of the Corporation to be disbursed by
     checks or drafts (signed as provided in Section 8.06 of these By-Laws) upon
     the authorized depositaries of the Corporation and cause to be taken and
     preserved proper vouchers for all moneys disbursed.

          (c)  He may sign (unless an Assistant Treasurer or the Secretary or an
     Assistant Secretary shall have


                                    19

<PAGE>



     signed) certificates representing stock of the Corporation the issuance of
     which shall have been authorized by the Board of Directors.

          (d)  He shall perform, in general, all duties incident to the office
     of treasurer and such other duties as may be specified in these By-Laws or
     as may be assigned to him from time to time by the Board of Directors or
     the Chief Financial Officer, to whom he shall report.

     Section 4.12.  ADDITIONAL OFFICERS.  The Board of Directors may appoint 
such other officers and agents as it may deem appropriate, and such other 
officers and agents shall hold their offices for such terms and shall 
exercise such powers and perform such duties as may be determined from time 
to time by the Board of Directors.  The Board of Directors from time to time 
may delegate to any officer or agent the power to appoint subordinate 
officers or agents and to prescribe their respective rights, terms of office, 
authorities and duties.  Any such officer or agent may remove any such 
subordinate officer or agent appointed by him, for or without cause.  
[Section 142(a), (b).]

     Section 4.13.  SECURITY.  The Board of Directors may require any 
officer, agent or employee of the Corporation to provide security for the 
faithful performance of his duties, in such amount and of such character as 
may be determined from time to time by the Board of Directors.  
[Section 142(c).]

                                   ARTICLE V.

                                  CAPITAL STOCK

     Section 5.01.  CERTIFICATES OF STOCK.  The shares of the Corporation 
shall be represented by certificates, provided that the Board of Directors 
may provide by resolution or resolutions that some or all of any or all 
classes or series of the stock of the Corporation shall be uncertificated 
shares.  Any such resolution shall not apply to shares represented by a 
certificate until each certificate is surrendered to the Corporation.  
Notwithstanding the adoption of such a resolution by the Board of Directors, 
every holder of stock in the Corporation 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 (subject to 
Section 4.06)


                                    20

<PAGE>

the President and Chief Executive Officer (or, if the President and Chief 
Executive Officer is not then empowered to do so pursuant to Section 4.06, 
the Chairman) or a Vice President, and by the Treasurer or an Assistant 
Treasurer, or the Secretary or an Assistant Secretary, representing the 
number of shares registered in certificate form.  Such certificate shall be 
in such form as the Board of Directors may determine, to the extent 
consistent with applicable law, the Certificate of Incorporation and these 
By-Laws.  [Section 158.]

     Section 5.02.  SIGNATURES; FACSIMILE.  Any or all of such signatures on 
the certificate may be a facsimile, engraved or printed, to the extent 
permitted by law.  In case any officer, transfer agent or registrar who has 
signed, or whose facsimile signature has been placed upon a certificate shall 
have ceased to be such officer, transfer agent or registrar before such 
certificate is issued, it may be issued by the Corporation with the same 
effect as if he were such officer, transfer agent or registrar at the date of 
issue.  [Section 158.]

     Section 5.03.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The Board of 
Directors may direct that a new certificate be issued in place of any 
certificate theretofore issued by the Corporation alleged to have been lost, 
stolen or destroyed, upon delivery to the Board of Directors of an affidavit 
of the owner or owners of such certificate, setting forth such allegation.  
The Board of Directors may require the owner of such lost, stolen or 
destroyed certificate, or his legal representative, to give the Corporation a 
bond sufficient to indemnify it against any claim that may be made against it 
on account of the alleged loss, theft or destruction of any such certificate 
or the issuance of any such new certificate.  [Section 167.]

     Section 5.04.  TRANSFER OF STOCK.  Upon surrender to the Corporation or 
the transfer agent of the Corporation of a certificate for shares, duly 
endorsed or accompanied by appropriate evidence of succession, assignment or 
authority to transfer, the Corporation shall issue a new certificate to the 
person entitled thereto, cancel the old certificate and record the 
transaction upon its books. Within a reasonable time after the transfer of 
uncertificated stock, the Corporation shall send to the registered owner 
thereof a written notice containing the information required to be set forth 
or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of 
the DGCL.  Subject to the provisions of the Certificate of Incorporation and 
these


                                    21

<PAGE>

By-Laws, the Board of Directors may prescribe such additional rules and 
regulations as it may deem appropriate relating to the issue, transfer and 
registration of shares of the Corporation.  [Section 151(f).]

     Section 5.05.  RECORD DATE.  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 on which the 
resolution fixing the record date is adopted by the Board of Directors, and 
which shall not be more than sixty nor less than ten days before the date of 
such meeting.  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.

     In order that the Corporation may determine the stockholders entitled to 
consent to corporate action in  writing without a meeting, the Board of 
Directors may fix a record date, which record date shall not precede the date 
upon which the resolution fixing the record date is adopted by the Board of 
Directors, and which date shall not be more than ten days after the date upon 
which the resolution fixing the record date is adopted by the Board of 
Directors.  If no record date has been fixed by the Board of Directors, the 
record date for determining stockholders entitled to consent to corporate 
action in writing without a meeting, when no prior action by the board of 
directors is required by law, shall be the first date on which a signed 
written consent setting forth the action taken or proposed to be taken is 
delivered to the Corporation by delivery to its registered office in the 
State of Delaware, its principal place of business, or an officer or agent of 
the Corporation having custody of the book in which proceedings of meetings 
of stockholders are recorded.  Delivery made to the Corporation's registered 
office shall be by hand or by certified or registered mail, return receipt 
requested.  If no record date has been fixed by the Board of Directors and 
prior action by the Board of Directors is required by law, the record date 
for determining stockholders entitled to consent to corporate action in 
writing without a meeting shall be at the close of business on the day on 
which the Board of Directors adopts the resolution taking such prior action.


                                    22


<PAGE>

     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 sixty 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. [Section 213.]

     Section 5.06.  REGISTERED STOCKHOLDERS.  Prior to due surrender of a 
certificate for registration of transfer, the Corporation may treat the 
registered owner as the person exclusively entitled to receive dividends and 
other distributions, to vote, to receive notice and otherwise to exercise all 
the rights and powers of the owner of the shares represented by such 
certificate, and the Corporation shall not be bound to recognize any 
equitable or legal claim to or interest in such shares on the part of any 
other person, whether or not the Corporation shall have notice of such claim 
or interests. Whenever any transfer of shares shall be made for collateral 
security, and not absolutely, it shall be so expressed in the entry of the 
transfer if, when the certificates are presented to the Corporation for 
transfer or uncertificated shares are requested to be transferred, both the 
transferor and transferee request the Corporation to do so.  [Section 159.]

     Section 5.07.  TRANSFER AGENT AND REGISTRAR.  The Board of Directors may 
appoint one or more transfer agents and one or more registrars, and may 
require all certificates representing shares to bear the signature of any 
such transfer agents or registrars.

                                   ARTICLE VI.

                                 INDEMNIFICATION

     Section 6.01.  NATURE OF INDEMNITY.  The Corporation shall indemnify any 
person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative, by reason of the


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<PAGE>

fact that he is or was or has agreed to become a director, officer, employee 
or agent of the Corporation, or is or was serving or has agreed to serve at 
the request of the Corporation as a director, officer, employee or agent, of 
another corporation, partnership, joint venture, trust or other enterprise, 
or by reason of any action alleged to have been taken or omitted in such 
capacity, and may indemnify any person who was or is a party or is threatened 
to be made a party to such an action, suit or proceeding by reason of the 
fact that he is or was or has agreed to become an employee or agent of the 
Corporation, or is or was serving or has agreed to serve at the request of 
the Corporation as an employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement actually 
and reasonably incurred by him or on his behalf in connection with such 
action, suit or proceeding and any appeal therefrom, if he acted in good 
faith and in a manner he reasonably believed to be in or not opposed to the 
best interests of the Corporation, and, with respect to any criminal action 
or proceeding had no reasonable cause to believe his conduct was unlawful; 
except that in the case of an action or suit by or in the right of the 
Corporation to procure a judgment in its favor (1) such indemnification shall 
be limited to expenses (including attorneys' fees) actually and reasonably 
incurred by such person in the defense or settlement of such action or suit, 
and (2) no indemnification shall be made in respect of any claim, issue or 
matter as to which such person shall have been adjudged to be liable to the 
Corporation unless and only to the extent that the Delaware Court of Chancery 
or the court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of liability but in view of all 
the circumstances of the case, such person is fairly and reasonably entitled 
to indemnity for such expenses which the Delaware Court of Chancery or such 
other court shall deem proper.

     The termination of any action, suit or proceeding by judgment, order, 
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, 
shall not, of itself, create a presumption that the person did not act in 
good faith and in a manner which he reasonably believed to be in or not 
opposed to the best interests of the Corporation, and, with respect to any 
criminal action or proceeding, had reasonable cause to believe that his 
conduct was unlawful. [Section 145(a), (b).]


                                    24

<PAGE>

     Section 6.02.  SUCCESSFUL DEFENSE.  To the extent that a director, 
officer, employee or agent of the Corporation has been successful on the 
merits or otherwise in defense of any action, suit or proceeding referred to 
in Section 6.01 hereof or in defense of any claim, issue or matter therein, 
he shall be indemnified against expenses (including attorneys' fees) actually 
and reasonably incurred by him in connection therewith.  [Section 145(c).]

     Section 6.03.  DETERMINATION THAT INDEMNIFICATION IS PROPER.  Any 
indemnification under Section 6.01 hereof (unless ordered by a court) shall 
be made by the Corporation unless a determination is made that 
indemnification of the director, officer, employee or agent is not proper in 
the circumstances because he has not met the applicable standard of conduct 
set forth in Section 6.01 hereof.  Any such determination shall be made (1) 
by a majority vote of the directors who are not parties to such action, suit 
or proceeding, even though less than a quorum, or (2) if there are no such 
directors, or, if such directors so direct, by independent legal counsel in a 
written opinion, or (3) by the stockholders.  [Section 145(d).]

     Section 6.04.  ADVANCE PAYMENT OF EXPENSES.  Expenses (including 
attorneys' fees) incurred by a director or officer in defending any civil, 
criminal, administrative or investigative action, suit or proceeding shall be 
paid by the Corporation in advance of the final disposition of such action, 
suit or proceeding upon receipt of an undertaking by or on behalf of the 
director or officer to repay such amount if it shall ultimately be determined 
that he is not entitled to be indemnified by the Corporation as authorized in 
this Article. Such expenses (including attorneys' fees) incurred by other 
employees and agents may be so paid upon such terms and conditions, if any, 
as the Board of Directors deems appropriate.  The Board of Directors may 
authorize the Corporation's counsel to represent such director, officer, 
employee or agent in any action, suit or proceeding, whether or not the 
Corporation is a party to such action, suit or proceeding.  [Section 145(e).]

     Section 6.05.  PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS. 
Any indemnification of a person seeking indemnification under Sections 6.01 
and 6.02, or advance of costs, charges and expenses to such person under 
Section 6.04 of this Article, shall be made promptly, and in any event within 
30 days, upon the written request of such person.  If a determination by the 
Corporation that such person is entitled to indemnification pursuant to this 


                                    25


<PAGE>

Article is required, and the Corporation fails to respond within sixty days 
to a written request for indemnity, the Corporation shall be deemed to have 
approved such request.  If the Corporation denies a written request for 
indemnity or advancement of expenses, in whole or in part, or if payment in 
full pursuant to such request is not made within 30 days, the right to 
indemnification or advances as granted by this Article shall be enforceable 
by the indemnified person in any court of competent jurisdiction.  Such 
person's costs and expenses incurred in connection with successfully 
establishing his right to indemnification, in whole or in part, in any such 
action shall also be indemnified by the Corporation.  It shall be a defense 
to any such action (other than an action brought to enforce a claim for the 
advance of costs, charges and expenses under Section 6.04 of this Article 
where the required undertaking, if any, has been received by the Corporation) 
that the claimant has not met the standard of conduct set forth in Section 
6.01 of this Article, but the burden of proving such defense shall be on the 
Corporation.  Neither the failure of the Corporation (including its Board of 
Directors, its independent legal counsel, and its stockholders) to have made 
a determination prior to the commencement of such action that indemnification 
of the claimant is proper in the circumstances because he has met the 
applicable standard of conduct set forth in Section 6.01 of this Article, nor 
the fact that there has been an actual determination by the Corporation 
(including its Board of Directors, its independent legal counsel, and its 
stockholders) that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a presumption that the 
claimant has not met the applicable standard of conduct.

     Section 6.06.  SURVIVAL; PRESERVATION OF OTHER RIGHTS.  The foregoing 
indemnification provisions shall be deemed to be a contract between the 
Corporation and each director, officer, employee and agent who serves in any 
such capacity at any time while these provisions as well as the relevant 
provisions of the Delaware Corporation Law are in effect and any repeal or 
modification thereof shall not affect any right or obligation then existing 
with respect to any state of facts then or previously existing or any action, 
suit or proceeding previously or thereafter brought or threatened based in 
whole or in part upon any such state of facts.  Such a "contract right" may 
not be modified retroactively without the consent of such director, officer, 
employee or agent. 


                                    26

<PAGE>

     The indemnification and advancement of expenses provided by this Article 
VI shall not be deemed exclusive of any other rights to which those 
indemnified may be entitled under any by-law, agreement, vote of stockholders 
or disinterested directors or otherwise, both as to action in his official 
capacity and as to action in another capacity while holding such office, and 
shall continue as to a person who has ceased to be a director, officer, 
employee or agent and shall inure to the benefit of the heirs, executors and 
administrators of such a person.  [Section 145(f), (j).]

     Section 6.07.  INSURANCE.  The Corporation shall have the power to 
purchase and maintain insurance on behalf of any person who is or was or has 
agreed to become a director, 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, partnership, joint 
venture, trust or other enterprise against any liability asserted against him 
and incurred by him or on his behalf in any such capacity, or arising out of 
his status as such, whether or not the Corporation would have the power to 
indemnify him against such liability under the provisions of this Article.  
[Section 145(g).]

     Section 6.08.  SEVERABILITY.  If this Article or any portion hereof shall 
be invalidated on any ground by any court of competent jurisdiction, then the 
Corporation shall nevertheless indemnify each director, officer, employee or 
agent of the Corporation as to costs, charges and expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement with 
respect to any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, including an action by or in the right of 
the Corporation, to the fullest extent permitted by any applicable portion of 
this Article that shall not have been invalidated and to the fullest extent 
permitted by applicable law.

     Section 6.09.  DEFINITIONS.  For purposes of this Article VI, the 
following terms shall have the following meanings:

     (a)  references to "the Corporation" shall include, in addition to the 
resulting corporation, any constituent corporation (including any constituent 
of a constituent) absorbed in a consolidation or merger which, if its 
separate existence had continued, would have had power and authority to 
indemnify its directors, officers, employees or agents so that any person who 
is or was a


                                    27

<PAGE>

director, officer, employee or agent of such constituent corporation, or is 
or was serving at the request of such constituent corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise shall stand in the same position under the 
provisions of this Article VI with respect to the resulting or surviving 
corporation as he would have with respect to such constituent corporation if 
its separate existence had continued;

     (b)  references to "other enterprises" shall include employee benefit 
plans; 

     (c)  references to "fines" shall include any excise taxes assessed on a 
person with respect to an employee benefit plan; and

     (d)  references to "serving at the request of the Corporation" shall 
include any service as a director, officer, employee or agent of the 
Corporation which imposes duties on, or involves services by, such director, 
officer, employee, or agent with respect to an employee benefit plan, its 
participants, or beneficiaries. 

                                  ARTICLE VII.

                                     OFFICES

     Section 7.01.  REGISTERED OFFICE.  The registered office of the 
Corporation in the State of Delaware shall be located at Corporation Trust 
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

     Section 7.02.  OTHER OFFICES.  The Corporation may maintain offices or 
places of business at such other locations within or without the State of 
Delaware as the Board of Directors may from time to time determine or as the 
business of the Corporation may require.

                                  ARTICLE VIII.

                               GENERAL PROVISIONS

     Section 8.01.  DIVIDENDS.  Subject to any applicable provisions of law 
and the Certificate of Incorporation, dividends upon the shares of the 
Corporation may be declared by the Board of Directors at any regular or 


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<PAGE>

special meeting of the Board of Directors and any such dividend may be paid 
in cash, property, or shares of the Corporation's Capital Stock.

     A member of the Board of Directors, or a member of any Committee 
designated by the Board of Directors, shall be fully protected in relying in 
good faith upon the records of the Corporation and upon such information, 
opinions, reports or statements presented to the Corporation by any of its 
officers or employees, or Committees of the Board of Directors, or by any 
other person as to matters the director reasonably believes are within such 
other person's professional or expert competence and who has been selected 
with reasonable care by or on behalf of the Corporation, as to the value and 
amount of the assets, liabilities and/or net profits of the Corporation, or 
any other facts pertinent to the existence and amount of surplus or other 
funds from which dividends might properly be declared and paid.  
[Sections 170, 172, 173.]

     Section 8.02.  RESERVES.  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 similarly modify or 
abolish any such reserve.  [Section 171.]

     Section 8.03.  EXECUTION OF INSTRUMENTS.  The Board of Directors may 
authorize the President and Chief Executive Officer or any other officer or 
agent to enter into any contract or execute and deliver any instrument in the 
name and on behalf of the Corporation.  Any such authorization may be general 
or limited to specific contracts or instruments.

     Section 8.04.  CORPORATE INDEBTEDNESS.  No loan shall be contracted on 
behalf of the Corporation, and no evidence of indebtedness shall be issued in 
its name, unless authorized by the Board of Directors or, to the extent the 
Executive Committee has the power to authorize such loan or evidence of 
indebtedness, the Executive Committee.  Such authorization may be general or 
confined to specific instances.  Loans so authorized may be effected at any 
time for the Corporation from any bank, trust company or other institution, 
or from any firm, corporation or individual.


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<PAGE>

All bonds, debentures, notes and other obligations or evidences of 
indebtedness of the Corporation issued for such loans shall be made, executed 
and delivered as the Board of Directors or the Executive Committee, as the 
case may be, shall authorize.  When so authorized by the Board of Directors 
or the Executive Committee, as the case may be, any part of or all the 
properties, including contract rights, assets, business or good will of the 
Corporation, whether then owned or thereafter acquired, may be mortgaged, 
pledged, hypothecated or conveyed or assigned in trust as security for the 
payment of such bonds, debentures, notes and other obligations or evidences 
of indebtedness of the Corporation, and of the interest thereon, by 
instruments executed and delivered in the name of the Corporation.

     Section 8.05.  DEPOSITS.  Any funds of the Corporation may be deposited 
from time to time in such banks, trust companies or other depositaries as may 
be determined by (a) the Board of Directors or (subject to Section 4.06) the 
President and Chief Executive Officer (or, if the Chairman is then acting as 
chief executive officer of the Corporation, the Chairman) or (B) such 
officers or agents as may be authorized to make such determination by the 
Board of Directors or (subject to Section 4.06) the President and Chief 
Executive Officer (or, if the Chairman is then acting as chief executive 
officer of the Corporation, the Chairman).

     Section 8.06.  CHECKS.  All checks or demands for money and notes of the 
Corporation shall be signed by such officer or officers or such agent or 
agents of the Corporation, and in such manner, as the Board of Directors or 
(subject to Section 4.06) the President and Chief Executive Officer (or, if 
the Chairman is then acting as chief executive officer of the Corporation, 
the Chairman) from time to time may determine.

     Section 8.07.  SALE, TRANSFER, ETC. OF SECURITIES.  To the extent 
authorized by the Board of Directors, (subject to Section 4.06) the President 
and Chief Executive Officer (or, if the Chairman is then acting as chief 
executive officer of the Corporation, the Chairman) or any other officers 
designated by the Board of Directors may sell, transfer, endorse, and assign 
any shares of stock, bonds or other securities owned by or held in the name 
of the Corporation, and may make, execute and deliver in the name of the 
Corporation, under its corporate seal, any instruments that may be 
appropriate to effect any such sale, transfer, endorsement or assignment.


                                    30

<PAGE>

     Section 8.08.  VOTING AS STOCKHOLDER.  As directed by resolution of the 
Board of Directors or the Executive Committee, (a) (subject to Section 4.06) 
the President and Chief Executive Officer (or, if the Chairman is then acting 
as chief executive officer of the Corporation, the Chairman) or any Vice 
President shall have full power and authority on behalf of the Corporation to 
attend any meeting of stockholders of any corporation in which the 
Corporation may hold stock, and to act, vote (or execute proxies to vote) and 
exercise in person or by proxy all other rights, powers and privileges 
incident to the ownership of such stock, and (b) such officers acting on 
behalf of the Corporation shall have full power and authority to execute any 
instrument expressing consent to or dissent from any action of any such 
corporation without a meeting.  The Board of Directors may by resolution from 
time to time confer such power and authority upon any other person or persons.

     Section 8.09.  FISCAL YEAR.  The fiscal year of the Corporation shall 
commence on the first day of January of each year (except for the 
Corporation's first fiscal year which shall commence on the date of 
incorporation) and shall terminate in each case on the last day of December.

     Section 8.10.  SEAL.  The seal of the Corporation shall be circular in 
form and shall contain the name of the Corporation, the year of its 
incorporation and the words "Corporate Seal" and "Delaware".  The form of 
such seal shall be subject to alteration by the Board of Directors.  The seal 
may be used by causing it or a facsimile thereof to be impressed, affixed or 
reproduced, or may be used in any other lawful manner.

     Section 8.11.  BOOKS AND RECORDS; INSPECTION.  Except to the extent 
otherwise required by law, the books and records of the Corporation shall be 
kept at such place or places within or without the State of Delaware as may 
be determined from time to time by the Board of Directors.

     Section 8.12.  DEFINITIONS.

     "Additional Committee":  See Section 3.01.

     "CDR" means Clayton, Dubilier & Rice, Inc., a Delaware corporation.

     "CDR Fund" means Clayton, Dubilier & Rice Fund V Limited Partnership, a 
Connecticut limited partnership, and any successors and assigns.


                                    31

<PAGE>

     "Committee":  See Section 3.01.

     "Investor":  See "Stockholders Agreement."

     "Nominating Party" means any one of the investors named in Section 1(b) 
of the Stockholders Agreement entitled to nominate such number of persons as 
specified therein for election to the Board of Directors of the Corporation.

     "Riverwood Holding":  Riverwood Holding, Inc., a Delaware corporation 
and the sole stockholder of the Corporation.

     "Standing Committee":  See Section 3.01.

     "Stockholders Agreement" means the Stockholders Agreement entered into 
among Riverwood Holding and each of CDR Fund, EXOR Group S.A., First Plaza 
Group Trust, The 1818 Fund II, L.P., Madison Dearborn Capital Partners, L.P., 
Chemical Equity Associates, HWH Investment Pte Ltd. and Wolfensohn-River LLC 
(each an "Investor" and, collectively, the "Investors"), as amended and as in 
effect from time to time.

     "Unaffiliated Nominee" means any person nominated for election to the 
Board of Directors of the Corporation by a Nominating Party who is not an 
employee, officer, general partner or general partner of the general partner 
of the Nominating Party or of an Affiliate (as defined in Section 9 of the 
Stockholders Agreement) of the Nominating Party.

                                   ARTICLE IX.

                              AMENDMENT OF BY-LAWS

     Section 9.01.  AMENDMENT.  These By-Laws may be amended, altered or 
repealed

          (a)  by resolution adopted by a majority of the Board of Directors at
     any special or regular meeting of the Board if, in the case of such special
     meeting only, notice of such amendment, alteration or repeal is contained
     in the notice or waiver of notice of such meeting; or

          (b)  at any regular or special meeting of the stockholders if, in the
     case of such special meeting only, notice of such amendment, alteration or
     repeal is


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<PAGE>

     contained in the notice or waiver of notice of such meeting. 
     [Section 109(a).]

     Notwithstanding the foregoing sentence, during the term of the 
Stockholders Agreement, these By-Laws may not be amended, altered or repealed 
in a manner inconsistent with the terms and provisions of the Stockholders 
Agreement.

                                   ARTICLE X.

                                  CONSTRUCTION

     Section 10.1.  CONSTRUCTION.  In the event of any conflict between the 
provisions of these By-Laws as in effect from time to time and (a) the 
provisions of the certificate of incorporation of the Corporation as in 
effect from time to time, or (b) the provisions of the Stockholders 
Agreement, the provisions of such certificate of incorporation or the 
Stockholders Agreement, as the case may be, shall be controlling.




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