By-laws - Berkshire Hathaway Inc.


                                     BY-LAWS

                                        OF

                               BERKSHIRE HATHAWAY INC.
                           (as amended through May 5, 1997)


                                     SECTION 1
 
                            Certification of Incorporation

   1.1.   The nature of the business or purposes of the corporation shall be 
as set forth in its certificate of incorporation. These by-laws, the powers 
of the corporation and of its directors and stockholders, and all matters 
concerning the management of the business and conduct of the affairs of the 
corporation shall be subject to such provisions in regard thereto, if any, as 
are set forth in the certificate of incorporation; and the certificate of 
incorporation is hereby made a part of these by-laws. In these by-laws, 
references to the certificate of incorporation mean the provisions of the 
certificate of incorporation (as that term is defined in the General 
Corporation Law of Delaware) of the corporation as from time to time in 
effect, and references to these by-laws or to any requirement or provision of 
law mean these by-laws or such requirement or provision of law as from time 
to time in effect.

                                      SECTION 2

                                       Offices

   2.1.   REGISTERED OFFICE.  The registered office of the corporation shall 
be in the City of Wilmington, County of New Castle, Delaware.

   2.2.  OTHER OFFICES.  The corporation may also have an office or offices 
at such other place or places, either within or without the State of 
Delaware, as the Board of Directors of the corporation from time to time may 
determine or as the business of the corporation may require.


                                      SECTION 3

                                     Stockholders

   3.1.   ANNUAL MEETING.  The annual meeting of the stockholders shall be 
held at nine-thirty o'clock in the forenoon on the first Monday in May in 
each year, unless that day be a legal holiday at the place where the meeting 
is to be held, in which case the meeting shall be held at the same hour on 
the next succeeding day not a legal holiday, or at such other date and time 
as shall be designated from time to time by the board of directors and stated 
in the notice of the meeting, at which they shall elect a board of directors 
and transact such other business as may be required by law or these by-laws 
or as may be specified by the chairman of the board or by a majority of the 
directors then in office or by vote of the board of directors and of which 
notice was given in the notice of the meeting. Notwithstanding the foregoing, 
the first annual meeting of the corporation shall be held in the year 1974.

   3.2.   SPECIAL MEETING IN PLACE OF ANNUAL MEETING.  If the election for 
directors shall not be held on the day designated by these by-laws, the 
directors shall cause the election to be held as soon thereafter as 
convenient, and to that end, if the annual meeting is omitted on the day 
herein provided therefor or if the election of directors shall not be held 
thereat, a special meeting of the stockholders may be held in place of such 
omitted meeting or election, and any business transacted or election held at 
such special meeting shall have the same effect as if transacted or held at 
the annual meeting, and in such case all references in these by-laws to the 
annual meeting of the stockholders, or to the annual election of directors, 
shall be deemed to refer to or include such special meeting. Any such special 
meeting shall be called, and the purposes thereof shall be specified in the 
call, as provided in Section 3.3.

   3.3.   SPECIAL MEETINGS.  A special meeting of the stockholders may be 
called at any time by the chairman of the board or by the board of directors. 
A special meeting of the stockholders shall be called by the secretary, or in 
the case of the death, absence, incapacity or refusal of the secretary, by an 
assistant secretary or some other officer, upon application of a majority of 
the directors or of one or more stockholders who are entitled to vote and 
who hold at least fifty percent of the capital stock issued and outstanding. 
Any such application shall state the purpose or purposes of the proposed 
meeting. Any such call shall state the place, date, hour, and purposes of the 
meeting.

                                     -2-


   3.4.   PLACE OF MEETING.  All meetings of the stockholders for the election 
of directors or for any other purpose shall be held at such place within or 
without the State of Delaware as may be determined from time to time by the 
chairman of the board or the board of directors. Any adjourned session of any 
meeting of the stockholders shall be held at the place designated in the vote 
of adjournment.

   3.5.   NOTICE OF MEETINGS.  Except as otherwise provided by law, a written 
notice of each meeting of stockholders stating the place, day and hour 
thereof and, in the case of a special meeting, the purposes for which the 
meeting is called, shall be given not less than ten nor more than sixty days 
before the meeting, to each stockholder entitled to vote thereat; and to each 
stockholder who, by law, by the certificate of incorporation or by these 
by-laws, is entitled to notice, by leaving such notice with him or at his 
residence or usual place of business, or by depositing it in the United 
States mail, postage prepaid, and addressed to such stockholder at his 
address as it appears in the records of the corporation. Such notice shall be 
given by the secretary, or by an officer or person designated by the board of 
directors, or in the case of a special meeting by the officer calling the 
meeting. As to any adjourned session of any meeting of stockholders, notice 
of the adjourned meeting need not be given if the time and place thereof are 
announced at the meeting at which the adjournment was taken except that if 
the adjournment is for more than thirty days or if after the adjournment a 
new record date is set for the adjourned session, notice of any such 
adjourned session of the meeting shall be given in the manner heretofore 
described. No notice of any meeting of stockholders or any adjourned session 
thereof need be given to a stockholder if a written waiver of notice, 
executed before or after the meeting or such adjournment session by such 
stockholder is filed with the records of the meeting or if the stockholder 
attends such meeting without objecting at the beginning of the meeting to the 
transaction of any business because the meeting is not lawfully called or 
convened. Neither the business to be transacted at, nor the purpose of, any 
meeting of the stockholders or any adjourned session thereof need be 
specified in any written waiver of notice. 

   3.6.   QUORUM OF STOCKHOLDERS.  At any meeting of the stockholders, whether 
the same be an original or an adjourned session, a quorum shall consist of a 
majority in interest of all stock issued and outstanding and entitled to vote 
at the meeting, except in any case where a larger quorum is required by law, 
by the certificate of incorporation or by these by-laws. Any meeting may be 
adjourned from time to time by a majority of the votes properly cast upon the 
question, whether or not a quorum is present.

                                    -3-




     3.7.  ACTION BY VOTE.  When a quorum is present at any meeting, whether 
the same be an original or an adjourned session, a plurality of the votes 
properly cast for election to any office shall elect to such office and 
a majority of the votes properly cast upon any question other than an election 
to an office shall decide the question, except when a larger vote is required 
by law, by the certificate of incorporation or by these by-laws. No ballot 
shall be required for any election unless requested by a stockholder present 
or represented at the meeting and entitled to vote in the election.

     3.8.  ACTION WITHOUT MEETINGS.  Unless otherwise provided in the 
certificate of incorporation, any action required or permitted to be taken by 
stockholders for or in connection with any corporate action may be taken 
without a meeting, without prior notice and without a vote, if a consent 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 action at a meeting at which all 
shares entitled to vote thereon were present and voted.

     If action is taken by unanimous consent of stockholders, the writing or 
writings comprising such unanimous consent shall be filed with the records of 
the meetings of stockholders.

     If action is taken by less than unanimous consent of stockholders and in 
accordance with the foregoing, there shall be filed with the records of the 
meetings of stockholders the writing or writings comprising such less than 
unanimous consent and a certificate signed and attested to by the secretary 
that prompt notice was given to all stockholders of the taking of such action 
without a meeting and by less than unanimous written consent.

     In the event that the action which is consented to is such as would have 
required the filing of a certificate under any of the provisions of the 
General Corporation Law of Delaware, if such action had been voted upon by 
the stockholders at a meeting thereof, the certificate filed under such 
provision shall state that written consent has been given under Section 228 
of said General Corporation Law, in lieu of stating that the stockholders 
have voted upon the corporate action in question, if such last mentioned 
statement is required thereby.

     3.9.  PROXY REPRESENTATION.  Every stockholder may authorize another 
person or persons to act for him by proxy in all matters in which a 
stockholder is entitled to participate, whether by waiving notice of any 
meeting, objecting to or voting or participating at a meeting, or expressing 
consent or dissent without a meeting. Every proxy must be signed by the 
stockholder or by his attorney-in-fact or be authorized by such other means 
as is provided in Section 212 of the Delaware General Corporation Law. No 
proxy shall be voted or acted upon after three years from its date unless


                                     - 4 -




such proxy provides for a longer period. A duly executed proxy shall be 
irrevocable if it states that it is irrevocable and if, and only as long as, 
it is coupled with an interest sufficient in law to support an irrevocable 
power. A proxy may be made irrevocable regardless of whether the interest 
with which it is coupled is an interest in the stock itself or an interest in 
the corporation generally. The authorization of a proxy may but need not be 
limited to specified action, provided, however, that if a proxy limits its 
authorization to a meeting or meetings of stockholders, unless otherwise 
specifically provided such proxy shall entitle the holder thereof to vote at 
any adjourned session but shall not be valid after the final adjournment 
thereof.

     3.10. VOTES PER SHARE.  Unless otherwise provided in the certificate of 
incorporation, each stockholder shall be entitled to one vote for each share 
of capital stock having voting power held by such stockholder.

     3.11. LIST OF STOCKHOLDERS.  The officer who has charge of the stock 
ledger of the corporation shall prepare and make, at least ten days before 
every meeting of stockholders, a complete list of the stockholders entitled 
to vote at such meeting, arranged in alphabetical order and showing the 
address of each stockholder and the number of shares registered in his name. 
Such list shall be open to examination by any stockholder, for any purpose 
germane to the meeting, during ordinary business hours, for at least ten days 
prior to the meeting either at the place within the city where the meeting is 
to be held, which place should be specified in the notice of such meeting, or 
at the place where such meeting is to be held, and shall also be produced at 
the time and place of the meeting during the whole time thereof and subject 
to the inspection of any stockholder who may be present. The stock ledger 
shall be the only evidence as to who are stockholders entitled to examine 
such list or to vote in person or by proxy at such meeting.
                                       
                                  SECTION 4

                             Board of Directions

     4.1.  NUMBER.  The Board of Directors shall consist of one or more 
members, the number thereof to be determined from time to time by resolution 
of the Board of Directors. Directors need not be stockholders.

     4.2.  TENURE.  Except as otherwise provided by law, by the certificate of 
incorporation or by these by-laws, each director shall hold office until his 
successor is elected and qualified, or until he sooner dies, resigns, is 
removed or becomes disqualified.

     4.3.  POWERS.  The business of the corporation shall be managed by the 
board of directors who shall have and may exercise all the power of the 
corporation and do all such lawful acts and things as are not by law, the 
certificate of incorporation or these by-laws directed or required to be 
exercised or done by the stockholders.

                                     - 5 -



     4.4.  VACANCIES.  Vacancies and any newly created directorships 
resulting from any increase in the number of directors may be filled by vote 
of the stockholders at a meeting called for the purpose, or by a majority of 
the directors then in office, although less than a quorum, or by a sole 
remaining director. When one or more directors shall resign from the board, 
effective at a future date, a majority of the directors then in office, 
including those who have resigned, shall have power to fill such vacancy or 
vacancies, the vote or action by writing thereon to take effect when such 
resignation or resignations shall become effective. The directors shall have 
and may exercise all their powers notwithstanding the existence of one or 
more vacancies in their number, subject to any requirements of law or of the 
certificate of incorporation or of these by-laws as to the number of 
directors required for a quorum or for any vote or other action.

     4.5.  COMMITTEES.  The board of directors may, by vote of a majority of 
the whole board, (a) designate, change the membership of or terminate the 
existence of any committee or committees, each committee to consist of one or 
more of the directors; (b) designate one or more directors as alternate 
members of any such committee who may replace any absent or disqualified 
member at any meeting of the committee; and (c) determine the extent to which 
each such committee shall have and may exercise the powers of the board of 
directors in the management of the business and affairs of the corporation, 
including the power to authorize the seal of the corporation to be affixed to 
all papers which require it and the power and authority to declare dividends, 
to authorize the issuance of stock, or to adopt a certificate of ownership 
and merger pursuant to Section 253 of the General Corporation Law of 
Delaware; excepting, however, such powers which by law, by the certificate of 
incorporation or by these by-laws they are prohibited from so delegating. In 
the absence or disqualification of any member of such committee and his 
alternate, if any, the member or members thereof present at any meeting and 
not disqualified from voting, whether or not constituting 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. Except as the 
board of directors may otherwise determine, any committee may make rules for 
the conduct of its business, but unless otherwise provided by the board or 
such rules, its business shall be conducted as nearly as may be in the same 
manner as is provided by these by-laws for the conduct of the business by the 
board of directors. Each committee shall keep regular minutes of its meetings 
and report the same to the board of directors upon request.

                                     - 6 -


     4.6.  REGULAR MEETINGS.  Regular meetings of the board of directors may 
be held without call or notice at such place within or without the State of 
Delaware and at such times as the board may from time to time determine, 
provided that notice of the first regular meeting following any such 
determination shall be given to absent directors. A regular meeting of the 
directors may be held without call or notice immediately after and at the 
same place as the annual meeting of the stockholders.

     4.7.  SPECIAL MEETINGS.  Special meetings of the board of directors may 
be held at any time and at any place within or without the State of Delaware 
designated in the notice of the meeting, when called by the chairman of the 
board, or by one-third or more in number of the directors, reasonable notice 
thereof being given to each director by the secretary or by the chairman of 
the board or any one of the directors calling the meeting.

     4.8.  NOTICE.  It shall be reasonable and sufficient notice to a 
director to send notice by mail at least forty-eight hours or by facsimile or 
electronic message at least twenty-four hours before the meeting addressed to 
him at his usual or last known business or residence address or to give 
notice to him in person or by telephone at least twenty-four hours before the 
meeting. Notice of a meeting need not be given to any director if a written 
waiver of notice, executed by him before or after the meeting, is filed with 
the records of the meeting, or to any director who attends the meeting 
without protesting prior thereto or at its commencement the lack of notice to 
him. Neither notice of a meeting nor a waiver of a notice need specify the 
purposes of the meeting.

     4.9.  QUORUM.  Except as may be otherwise provided by law, by the 
certificate of incorporation or by these by-laws, at any meeting of the 
directors a majority of the directors then in office shall constitute a 
quorum; a quorum shall not in any case be less than one-third of the total 
number of directors constituting the whole board. Any meeting may be 
adjourned from time to time by a majority of the votes cast upon the 
question, whether or not a quorum is present, and the meeting may be held as 
adjourned without further notice.

     4.10. ACTION BY VOTE.  Except as may be otherwise provided by law, by the 
certificate of incorporation or by these by-laws, when a quorum is present at 
any meeting the vote of a majority of the directors present shall be the act 
of the board of directors.

     4.11. ACTION WITHOUT A MEETING.  Any action required or permitted to be 
taken at any meeting of the board of directors or a committee thereof may be 
taken without a meeting if all the members of the board or of such committee, 
as the case may be, consent thereto in writing, and such writing or writings 
are filed with the records of the meeting of the board or of such committee.


                                     - 7 -


Such consent shall be treated for all purposes as the act of the board or of 
such committee, as the case may be.

     4.12. COMPENSATION.  In the discretion of the board of directors, each 
director may be paid such fees for his services as director and be reimbursed 
for his reasonable expenses incurred in the performance of his duties as 
director as the board of directors from time to time may determine. Nothing 
contained in this Section shall be construed to preclude any director from 
serving the corporation in any other capacity and receiving reasonable 
compensation therefor.

     4.13. INTERESTED DIRECTORS AND OFFICERS.

     (a)   No contract or transaction between the corporation and one or more 
of its directors or officers, or between the corporation and any other 
corporation, partnership, association, or other organization in which one or 
more of the corporation's directors or officers are directors or officers, or 
have a financial interest, shall be void or voidable solely for this reason, 
or solely because the director or officer is present at or participates in 
the meeting of the board or committee thereof which authorizes the contract 
or transaction, or solely because his or their votes are counted for such 
purpose, if:

           (1)  The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the board of 
     directors or the committee, and the board or committee in good faith 
     authorizes the contract or transaction by the affirmative votes of a 
     majority of the disinterested directors, even though the disinterested 
     directors be less than a quorum; or

           (2)  The material facts as to his relationship or interest and as 
     to the contract or transaction are disclosed or are known to the 
     stockholders entitled to vote thereon, and the contract or transaction 
     is specifically approved in good faith by vote of the stockholders; or

           (3)  The contract or transaction is fair as to the corporation as 
     of the time it is authorized, approved or ratified, by the board of 
     directors, a committee thereof, or the stockholders.

     (b)   Common or interested directors may be counted in determining the 
presence of a quorum at a meeting of the board of directors or of a committee 
which authorizes the contract or transaction.


                                     - 8 -



                                    SECTION 5

                               Officers and Agents

     5.1.  ENUMERATION; QUALIFICATION.  The officers of the corporation shall 
be a chairman of the board, a treasurer, a secretary and such other officers, 
if any, as the board of directors from time to time may in its discretion 
elect or appoint including without limitation a vice-chairman of the board, 
one or more vice presidents and a controller. The corporation may also have 
such agents, if any, as the board of directors from time to time may in its 
discretion choose. Any officer may be, but none except the chairman and any 
vice-chairman of the board need be, a director or stockholder. Any two or 
more offices may be held by the same person. Any officer may be required by 
the board of directors to secure the faithful performance of his duties to 
the corporation by giving bond in such amount and with sureties or otherwise 
as the board of directors may determine.

     5.2.  POWERS.  Subject to law, to the certificate of incorporation and 
to the other provisions of these by-laws, each officer shall have, in addition 
to the duties and power herein set forth, such duties and powers as are 
commonly incident to his office and such additional duties and powers as the 
board of directors may from time to time designate.

     5.3.  ELECTION.  The officers may be elected to the board of directors 
at their first meeting following the annual meeting of the stockholders or at 
any other time. At any time or from time to time the directors may delegate 
to any officers their power to elect or appoint any other officer or any 
agents.

     5.4.  TENURE.  Each officer shall hold office until the first meeting of 
the board of directors following the next annual meeting of the stockholders 
and until his respective successor is chosen and qualified unless a shorter 
period shall have been specified by the terms of his election or appointment, 
or in each case until he sooner dies, resigns, is removed or becomes 
disqualified. Each agent shall retain his authority at the pleasure of the 
directors, or the officer by whom he was appointed or the officer who then 
holds agent appointive power.

     5.5.  CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD OF DIRECTORS.  Except as 
otherwise voted by the directors, the chairman of the board shall be the 
chief executive officer of the corporation, he shall preside at all meetings 
of the stockholders and directors at which he is present and shall have such 
other powers and duties as the board of directors, executive committee or any 
other duly authorized committee shall from time to time designate.


                                     - 9 -




     Except as otherwise voted by the directors, the vice-chairman of the 
board, if any is elected or appointed, shall assume the duties and powers of 
the chairman of the board in his absence and shall otherwise have such 
duties and powers as shall be designated from time to time by the board of 
directors.

     5.6.  VICE PRESIDENTS.  Any vice presidents shall have such duties and 
powers as shall be designated from time to time by the board of directors or 
by the chairman of the board.

     5.7.  TREASURER AND ASSISTANT TREASURERS.  Except as otherwise voted by 
the directors, the treasurer shall be the chief financial officer of the 
corporation and shall be in charge of its funds and valuable papers, and 
shall have such other duties and powers as may be designated from time to 
time by the board of directors or by the chairman of the board. If no 
controller is elected, the treasurer shall also have the duties and powers of 
the controller.

     Any assistant treasurers shall have such duties and powers as shall be 
designated from time to time by the board of directors, the chairman of the 
board or the treasurer.

     5.8.  CONTROLLER AND ASSISTANT CONTROLLERS.  If a controller is elected, 
he shall be the chief accounting officer of the corporation and shall be in 
charge of its books of account and accounting records, and of its accounting 
procedures. He shall have such other duties and powers as may be designated 
from time to time by the board of directors, the chairman of the board or the 
treasurer.

     Any assistant controller shall have such duties and powers as shall be 
designated from time to time by the board of directors, the chairman of the 
board, the treasurer or the controller.

     5.9.  SECRETARY AND ASSISTANT SECRETARIES.  The secretary shall record 
all proceedings of the stockholders, of the board of directors and of 
committees of the board of directors in a book or series of books to be kept 
therefor and shall file therein all writings of, or related to action by 
stockholder or director consent. In the absence of the secretary from any 
meeting, an assistant secretary, or if there be none or he is absent, a 
temporary secretary chosen at the meeting, shall record the proceedings 
thereof. Unless a transfer agent has been appointed the secretary shall keep 
or cause to be kept the stock and transfer records of the corporation, which 
shall contain the names and record addresses of all stockholders and the 
number of shares registered in the name of each stockholder. He shall have 
such other duties and powers as may from time to time be designated by the 
board of directors or the chairman of the board.


                                   - 10 -


     Any assistant secretaries shall have such duties and powers as shall be 
designated from time to time by the board of directors, the chairman of the 
board or the secretary.

                                  SECTION 6

                          Resignations and Removals

     6.1.  Any director or officer may resign at any time by delivering his 
resignation in writing to the chairman of the board or the secretary or to a 
meeting of the board of directors. Such resignation shall be effective upon 
receipt unless specified to be effective at some other time, and without in 
either case the necessity of its being accepted unless the resignation shall 
so state. A director (including persons elected by directors to fill 
vacancies in the board) may be removed from office with or without cause by 
the vote of the holders of a majority of the shares issued and outstanding 
and entitled to vote in the election of directors. The board of directors may 
at any time remove any officer either with or without cause. The board of 
directors may at any time terminate or modify the authority of any agent. No 
director or officer resigning and (except where a right to receive 
compensation shall be expressly provided in a duly authorized written 
agreement with the corporation) no director or officer removed, shall have 
any right to any compensation as such director or officer for any period 
following his resignation or removal, or any right to damages on account of 
such removal, whether his compensation be by the month or by the year or 
otherwise; unless in the case of a resignation, the directors, or in the case 
of a removal, the body acting on the removal, shall in their or its 
discretion provide for compensation.


                                 SECTION 7

                                 Vacancies

     7.1.  If the office of the chairman of the board or the treasurer or the 
secretary becomes vacant, the directors may elect a successor by vote of a 
majority of the directors then in office. If the office of any other officer 
becomes vacant, any person or body empowered to elect or appoint that officer 
may choose a successor. Each such successor shall hold office for the 
unexpired term, and in the case of the chairman of the board, the treasurer 
and the secretary until his successor is chosen and qualified, or in each 
case until he sooner dies, resigns, is removed or becomes disqualified. Any 
vacancy of a directorship shall be filled as specified in Section 4.4 of 
these by-laws.


                                 
                                   - 11 - 


                                  SECTION 8

                                Capital Stock

     8.1.  STOCK CERTIFICATES.  Each stockholder shall be entitled to a 
certificate stating the number and the class and the designation of the 
series, if any, of the shares held by him, in such form as shall, in 
conformity to law, the certificate of incorporation and the by-laws, be 
prescribed from time to time by the board of directors. Such certificates 
shall be signed by the chairman or vice chairman of the board of directors, 
or a vice president and by the treasurer or an assistant treasurer or by the 
secretary or an assistant secretary. Any of or all the signatures on the 
certificate may be a facsimile. In case any officer, transfer agent, or 
registrar who has signed or whose facsimile signature has been placed on such 
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 time of its issue.

     8.2.  LOSS OF CERTIFICATES.  In the case of the alleged theft, loss, 
destruction or mutilation of a certificate of stock, a duplicate certificate 
may be issued in place thereof, upon such terms, including receipt of a bond 
sufficient to indemnify the corporation against any claim or account thereof, 
as the board of directors may prescribe.


                                   SECTION 9

                          Transfer of Shares of Stock

     9.1.  TRANSFER ON BOOKS.  Subject to the restrictions, if any, stated or 
noted on the stock certificate, shares of stock may be transferred on the 
books of the corporation by the surrender to the corporation or its transfer 
agent of the certificate therefor properly endorsed or accompanied by a 
written assignment and power of attorney properly executed, with necessary 
transfer stamps affixed, and with such proof of the authenticity of signature 
as the board of directors or the transfer agent of the corporation may 
reasonably require. Except as may be otherwise required by law, by the 
certificate of incorporation or by these by-laws, the corporation shall be 
entitled to treat the record holder of stock as shown on its books as the 
owner of such stock for all purposes, including the payment of dividends and 
the right to receive notice and to vote or to give any consent with respect 
thereto and to be held liable for such calls and assessments, if any, as may 
lawfully be made thereon, regardless of any transfer, pledge or other 
disposition of such stock until the shares have been properly transferred on 
the books of the corporation.


                                     - 12 -


   It shall be the duty of each stockholder to notify the corporation of his 
post office address.

   9.2   RECORD DATE AND CLOSING TRANSFER BOOKS.  In order that the 
corporation may determine the stockholders entitled to notice of or to vote 
at any meeting of stockholders or any adjournment thereof, or to express 
consent to corporate action in writing without a meeting, or entitled to 
receive payment of any dividend or other distributions or allotment of any 
rights, or entitled to exercise any rights in respect of any change, 
conversion or exchange of stock or for the purpose of any other lawful 
action, the board of directors may fix, in advance, a record date, which 
shall not be more than sixty nor less than ten days (or such longer period as 
may be required by law) before the date of such meeting, nor more than sixty 
days prior to any other action.

   If no record date is fixed:

   (a)  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.

   (b)  The record date for determining stockholders entitled to express 
consent to corporate action in writing without a meeting, when no prior 
action by the board of directors is necessary, shall be the day on which the 
first written consent is expressed.

   (c)  The record date for determining stockholders for any other purpose 
shall be at the close of business on the day on which the board of directors 
adopts the resolution relating thereto.

   A determination of stockholders of record entitled to notice of or to vote 
at a meeting of stockholders shall apply to any adjournment of the meeting; 
provided, however, that the board of directors may fix a new record date for 
the adjourned meeting.

                                  SECTION 10

                   Indemnification of Directors and Officers

   10.1. RIGHT TO INDEMNIFICATION.  Each director or officer of the 
corporation who was or is a party or is threatened to be made a party to or 
is involved in any action, suit or proceeding, whether civil, criminal, 
administrative or investigative (hereinafter a 'proceeding'), by reason of 
the fact that he or she, or a person of whom he or she is the legal 
representative, is or was a director or officer of the corporation or is or 
was serving at the request of the corporation as a director, officer, 
employee or 

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agent of another corporation or of a partnership, joint venture, trust or 
other enterprise, including service with respect to employee benefit plans, 
whether the basis of such proceeding is alleged action in an official 
capacity or in any other capacity while serving as a director, officer, 
employee or agent, shall be indemnified and held harmless by the corporation 
to the fullest extent permitted by the laws of Delaware, as the same exist or 
may hereafter be amended (but, in the case of any such amendment, only 
to the extent that such amendment permits the corporation to provide broader 
indemnification rights than said law permitted the corporation to provide 
prior to such amendment), against all costs, charges, expenses, liabilities 
and losses (including attorneys' fees, judgments, fines, ERISA excise taxes 
or penalties and amounts paid or to be paid in settlement) reasonably 
incurred or suffered by such person in connection therewith and such 
indemnification shall continue as to a person who has ceased to be a director 
or officer and shall inure to the benefit of his or her heirs, executors and 
administrators:  provided however, that except for any proceeding seeking to 
enforce or obtain payment under any right to indemnification by the 
corporation, the corporation shall indemnify any such person seeking 
indemnification in connection with a proceeding (or part thereof) initiated 
by such person only if the corporation has joined in or consented to the 
initiation of such proceeding (or part thereof). The corporation may, by 
action of its Board of Directors, either on a general basis or as designated 
by the Board of Directors, provide indemnification to employees and agents of 
the corporation, and to directors, officers, employees and agents of the 
Company's subsidiaries, with the same scope and effect as the foregoing 
indemnification of the same scope and effect as the foregoing indemnification 
of directors and officers. Notwithstanding anything in this Section 10 to the 
contrary, no person shall be entitled to indemnification pursuant to this 
Section on account of any suit in which judgment is rendered against such 
person for an accounting of profits made from the purchase and sale by such 
person of securities of the corporation pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934.

   10.2.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and the 
payment of expenses incurred in defending a proceeding in advance of its 
final disposition conferred in this Section 10 shall not be exclusive of any 
other right which any person may have or hereafter acquire under any statute, 
provision of the certificate of incorporation, by-law, agreement, vote of 
stockholders or disinterested directors or otherwise. Each person who is or 
becomes a director or officer of the corporation shall be deemed to have 
served or to have continued to serve in such capacity in reliance upon the 
indemnity provided in this Section 10.

   10.3.  INSURANCE.  The corporation may maintain insurance, at its expense, 
to protect itself and any director, officer, employee or agent of the 
corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any such expense,

                                  -14-



liability or loss, whether or not the corporation would have the power to 
indemnify such person against such expense, liability or loss under the 
General Corporation Law of Delaware.

   10.4. EXPENSES AS A WITNESS.  To the extent that any director, officer, 
employee or agent of the corporation is by reason of such position, or a 
position with another entity at the request of the corporation, a witness in 
any action, suit or proceeding, he or she shall be indemnified against all 
costs and expenses actually and reasonably incurred by him or her on his or 
her behalf in connection therewith.

   10.5. INDEMNITY AGREEMENTS.  The corporation may enter into indemnity 
agreements with the persons who are members of its board of directors from 
time to time, and with such officers, employees and agents of the corporation 
and with such officers, directors, employees and agents of subsidiaries as 
the board may designate, such indemnity agreements to provide in substance 
that the corporation will indemnify such persons as contemplated by this 
Section 10, and to include any other substantive or procedural provisions 
regarding indemnification as are not inconsistent with the General 
Corporation Law of Delaware. The provisions of such indemnity agreements 
shall prevail to the extent that they limit or condition or differ from the 
provisions of this Section 10.

   10.6. DEFINITION OF CORPORATION.  For purposes of this Section 10 reference 
to 'the corporation' includes all constituent corporations absorbed in a 
consolidation or merger as well as the resulting or surviving corporation so 
that any person who is or was a director or officer of such a constituent 
corporation shall stand in the same position under the provisions of this 
Section with respect to the resulting or surviving corporation as he would if 
he had served the resulting or surviving corporation in the same capacity.

                                  SECTION 11

                                Corporate Seal

   11.1.  The seal of the corporation shall, subject to alteration by the 
directors, consist of a flat-faced circular die with the word 'Delaware' 
together with the name of the corporation and the year of its organization, 
cut or engraved thereon. The seal may be used by causing it or a facsimile 
thereof to be impressed or affixed or reproduced or otherwise.

                                  SECTION 12

                             Execution of Papers


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   12.1.  Except as the board of directors may generally or in some 
particular cases authorize the execution thereof in some other manner, all 
deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other 
obligations made, accepted or endorsed by the corporation shall be signed by 
the chairman of the board or by one of the vice presidents or by the 
treasurer.

                                  SECTION 13

                                 Fiscal Year

   13.1.  Except as from time to time otherwise provided by the board of 
directors, the fiscal year of the corporation shall end on the 31st day of 
December of each year.

                                  SECTION 14

                                  Amendments

   14.1.  These by-laws may be made, altered, amended or repealed by vote of 
a majority of the directors in office or by vote of a majority of the stock 
outstanding and entitled to vote. Any by-law, whether made, altered, amended 
or repealed by the stockholders or directors, may be altered, amended or 
reinstated, as the case may be, by either the stockholders or by the 
directors as hereinbefore provided.

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