By-Laws - Burlington Northern Santa Fe Corp.


                                                     As Amended December 7, 2000



                                    BY-LAWS
                                      OF
                   BURLINGTON NORTHERN SANTA FE CORPORATION

 
                                    BY-LAWS
                                       OF
                    BURLINGTON NORTHERN SANTA FE CORPORATION

                               TABLE OF CONTENTS

ARTICLE I. 

OFFICES.....................................................................   1
     SECTION 1. Registered Office and Agent.................................   1
     SECTION 2. Other Offices...............................................   1
 
ARTICLE II.
 
MEETINGS OF STOCKHOLDERS....................................................   1
     SECTION 1. Annual Meetings.............................................   1
     SECTION 2. Special Meetings............................................   1
     SECTION 3. Place of Meetings...........................................   1
     SECTION 4. Notice of Meetings..........................................   1
     SECTION 5. Quorum......................................................   2
     SECTION 6. Organization................................................   2
     SECTION 7. Voting......................................................   2
     SECTION 8. Inspectors..................................................   2
     SECTION 9. List of Stockholders........................................   2
     SECTION 10. Business at Meetings of Stockholders.......................   3
     SECTION 11. No Stockholder Action by Consent...........................   3
 
ARTICLE III.
 
BOARD OF DIRECTORS..........................................................   4
     SECTION 1. Number, Qualification and Term of Office....................   4
     SECTION 2. Vacancies...................................................   4
     SECTION 3. Resignations................................................   4
     SECTION 4. Removals....................................................   4
     SECTION 5. Place of Meetings; Books and Records........................   4
     SECTION 6. Annual Meeting of the Board.................................   4
     SECTION 7. Regular Meetings............................................   4
     SECTION 8. Special Meetings............................................   5
     SECTION 9. Quorum and Manner of Acting.................................   5
     SECTION 10. Chairman of the Board......................................   5
     SECTION 11. Organization...............................................   5
     SECTION 12. Consent of Directors in Lieu of Meeting....................   5
     SECTION 13. Telephonic Meetings........................................   5
     SECTION 14. Compensation...............................................   5
 
ARTICLE IV.
 
COMMITTEES OF THE BOARD OF DIRECTORS........................................   6
     SECTION 1. Executive Committee.........................................   6
     SECTION 2. Audit Committee.............................................   6
     SECTION 3. Compensation Committee......................................   6
     SECTION 4.  Directors and Corporate Governance Committee...............   7
     SECTION 5. Committee Chairman, Books and Records.......................   7
     SECTION 6. Alternates..................................................   7
     SECTION 7. Other Committees............................................   7
     SECTION 8. Quorum and Manner of Acting.................................   7

 
ARTICLE V.
 
OFFICERS....................................................................   8
     SECTION 1. Number......................................................   8
     SECTION 2. Election, Term of Office and Qualifications.................   8
     SECTION 3. Resignations................................................   8
     SECTION 4. Removals....................................................   8
     SECTION 5. Vacancies...................................................   8
     SECTION 6. Compensation of Officers....................................   8
     SECTION 7  President and Chief Executive Officer.......................   8
     SECTION 8. Vice President and Chief Financial Officer..................   8
     SECTION 9. Vice President-Law..........................................   9
     SECTION 10. Secretary..................................................   9
     SECTION 11. Treasurer..................................................   9
     SECTION 12. Absence or Disability of Officers..........................   9
 
ARTICLE VI.
 
STOCK CERTIFICATES AND TRANSFER THEREOF.....................................   9
     SECTION 1. Stock Certificates..........................................   9
     SECTION 2. Transfer of Stock...........................................   9
     SECTION 3. Transfer Agent and Registrar................................  10
     SECTION 4. Additional Regulations......................................  10
     SECTION 5. Lost, Destroyed or Mutilated Certificates...................  10
     SECTION 6. Record Date.................................................  10
 
ARTICLE VII.
 
DIVIDENDS, SURPLUS, ETC.....................................................  10
 
ARTICLE VIII.
 
SEAL........................................................................  10
 
ARTICLE IX.
 
FISCAL YEAR.................................................................  11
 
ARTICLE X.
 
INDEMNIFICATION.............................................................  11
     SECTION 1. Right to Indemnification....................................  11
     SECTION 2. Right of Indemnitee to Bring Suit...........................  11
     SECTION 3. Nonexclusivity of Rights....................................  11
     SECTION 4. Insurance, Contracts and Funding............................  12
     SECTION 5. Definition of Director and Officer..........................  12
     SECTION 6. Indemnification of Employees and Agents of the Corporation..  12
 
ARTICLE XI.
 
CHECKS, DRAFTS, BANK ACCOUNTS, ETC..........................................  12
     SECTION 1. Checks, Drafts, Etc.; Loans.................................  12
     SECTION 2. Deposits....................................................  12
 
ARTICLE XII.
 
NOMINATIONS OF DIRECTOR CANDIDATES..........................................  12
     SECTION 1. General.....................................................  12
     SECTION 2. Nominations by Board of Directors...........................  12
     SECTION 3. Nominations by Stockholders.................................  13

 
     SECTION 4. Substitute Nominees.........................................  13
     SECTION 5. Void Nominations............................................  13

ARTICLE XIII.
 
AMENDMENTS..................................................................  13
 

 
                                    BY-LAWS
                                       OF
                    BURLINGTON NORTHERN SANTA FE CORPORATION


                                   ARTICLE I.

                                    OFFICES

     SECTION 1. Registered Office and Agent.

     The registered office of the corporation is located at 1209 Orange Street
in the City of Wilmington, County of New Castle, State of Delaware 19801, and
the name of its registered agent at such address is The Corporation Trust
Company.

     SECTION 2. Other Offices.

     The corporation may have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.

                                  ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. Annual Meetings.

     A meeting of the stockholders for the purpose of electing directors and for
the transaction of such other business as may properly be brought before the
meeting shall be held annually at 10 A.M. on the third Thursday of April, or at
such other time on such other day as shall be fixed by resolution of the Board
of Directors.  If the day fixed for the annual meeting shall be a legal holiday,
such meeting shall be held on the next succeeding business day.

     SECTION 2. Special Meetings.

     Special meetings of the stockholders for any purpose or purposes may be
called at any time by a majority of the Board of Directors, by the Chairman of
the Board, or by the President and shall be called by the Secretary at the
request of the holders of not less than fifty-one percent of all issued and
outstanding shares of the corporation entitled to vote at the meeting.

     SECTION 3. Place of Meetings.

     The annual meeting of the stockholders of the corporation shall be held at
the general offices of the corporation in the City of Fort Worth, State of
Texas, or at such other place in the United States as may be stated in the
notice of the meeting.  All other meetings of the stockholders shall be held at
such places within or without the State of Delaware as shall be stated in the
notice of the meeting.

     SECTION 4. Notice of Meetings.

     Except as otherwise provided by  law, written notice of each meeting of the
stockholders, whether annual or special, shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.  If mailed, notice shall be given when deposited in the
United States mails, postage prepaid, directed to such stockholder at his
address as it appears in the stock ledger of the corporation.  Each such notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.

     When a meeting is adjourned to another time and place, notice of the
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is given.  If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

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     SECTION 5. Quorum.

     At any meeting of the stockholders the holders of record of a majority of
the total number of outstanding shares of stock of the corporation entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum for all purposes, provided that at any meeting at which the holders of
any series of class of stock shall be entitled, voting as a class, to elect
Directors, the holders of record of a majority of the total number of
outstanding shares of such series or class, present in person or represented by
proxy, shall constitute a quorum for the purpose of such election.

     In the absence of a quorum at any meeting, the holders of a majority of the
shares of stock entitled to vote at the meeting, present in person or
represented by proxy at the meeting, may adjourn the meeting, from time to time,
until the holders of the number of shares requisite to constitute a quorum shall
be present in person or represented at the meeting.  At any adjourned meeting at
which a quorum is present, any business may be transacted that might have been
transacted at the meeting as originally convened.

     SECTION 6. Organization.

     At each meeting of the stockholders, the Chairman of the Board, or if he so
designates or is absent, the President, shall act as Chairman of the meeting.
In the absence of both the Chairman of the Board and the President, such person
as shall have been designated by the Board of Directors, or in the absence of
such designation a person elected by the holders of a majority in number of
shares of stock present in person or represented by proxy and entitled to vote
at the meeting, shall act as Chairman of the meeting.

     The Secretary or, in his absence, an Assistant Secretary or, in the absence
of the Secretary and all of the Assistant Secretaries, any person appointed by
the Chairman of the meeting shall act as Secretary of the meeting.

     SECTION 7. Voting.

     Unless otherwise provided in the Certificate of Incorporation or a
resolution of the Board of Directors creating a series of stock, at each meeting
of the stockholders, each holder of shares of any series or class of stock
entitled to vote at such meeting shall be entitled to one vote for each share of
stock having voting power in respect of each matter upon which a vote is to be
taken, standing in his name on the stock ledger of the corporation on the record
date fixed as provided in these By-Laws for determining the stockholders
entitled to vote at such meeting or, if no record date be fixed, at the close of
business on the day next preceding the day on which notice of the meeting is
given.  Shares of its own capital stock belonging to the corporation, or to
another corporation if a majority of the shares entitled to vote in the election
of directors of such other corporation is held by the corporation, shall neither
be entitled to vote nor counted for quorum purposes.

     At all meetings of stockholders for the  election of Directors the voting
shall be by ballot, and the persons having the greatest number of votes shall be
deemed and declared elected.    All other elections and questions submitted to a
vote of the stockholders shall, unless otherwise provided by law or the
Certificate of Incorporation, be decided by the affirmative vote of the majority
of shares which are present in person or represented by proxy at the meeting and
entitled to vote on the subject matter.

     SECTION 8. Inspectors.

     Prior to each meeting of stockholders, the Board of Directors shall appoint
two Inspectors who are not directors, candidates for directors or officers of
the corporation, who shall receive and determine the validity of proxies and the
qualifications of voters, and receive, inspect, count and report to the meeting
in writing the votes cast on all matters submitted to a vote at such meeting.
In case of failure of the Board of Directors to make such appointments or in
case of failure of any Inspector so appointed to act, the Chairman of the Board
shall make such appointment or fill such vacancies.

     Each Inspector, immediately before entering upon his duties, shall
subscribe to an oath or affirmation faithfully to execute the duties of
Inspector at such meeting with strict impartiality and according to the best of
his ability.

     SECTION 9. List of Stockholders.

     The Secretary or other officer or agent having 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
said meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each class and series registered in the
name of each such stockholder.  Such list shall be open to the examination of
any 

                                       2

 
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting or, if not so specified, at the place where the
meeting is to be held. Such list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this Section, or the books of the corporation, or to vote in person or by
proxy at any such meeting.

     SECTION 10. Business at Meetings of Stockholders.

   (a)  General.  The business to be conducted at any meeting of stockholders of
the corporation shall be limited to such business and nominations as shall
comply with the procedures set forth in this Article and Article XII of these 
By-laws.

   (b)  Notification of Stockholder Business.  At any special meeting of
stockholders only such business shall be conducted as shall have been brought
before the meeting pursuant to the corporation's notice of special meeting. At
an annual meeting of stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, including matters included pursuant to Rule 14a-8 of the Securities
and Exchange Commission, (ii) otherwise (a) properly requested to be brought
before the meeting by a stockholder of record entitled to vote in the elections
of directors generally, and (b) constitute a proper subject to be brought before
the meeting. In addition to any other applicable requirements, for business
(other than the election of directors) to be otherwise properly brought before
an annual meeting by a stockholder, the business must be a proper matter for
stockholder action and the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a stockholder's
notice must be addressed to and received at the principal executive offices of
the Corporation, not more than 150 days and not less than 120 days prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the meeting is more than 30 days before or
after such anniversary date, notice by the stockholder to be timely must be so
received not later than the close of business on the 15th day following the day
on which notice of the date of the annual meeting was mailed or public
disclosure was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth as to each matter (other than the election of
directors) the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and record address of the stockholder proposing such business and of
each beneficial owner on behalf of which the stockholder is acting, (iii) the
class and number of shares of the corporation which are beneficially owned by
the stockholder and by any such beneficial owner, (iv) a representation that the
stockholder is a holder of record of capital stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to present such business, (v) any material interest of the stockholder
and of any such beneficial owner in such business; and (vi) whether the
proponent intends or is part of a group which intends to solicit proxies from
other stockholders in support of such proposal.

          Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 10 of Article II, provided, however, that nothing in
this Section 10 of Article II shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting.

          The Chairman of an annual or special meeting shall have the power and
duty to determine and shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 10 of Article II, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

     SECTION 11. No Stockholder Action by Consent.  

          Any action by stockholders of the corporation shall be taken at a
meeting of stockholders and no action may be taken by written consent of
stockholders entitled to vote upon such action.

                                       3

 
                                  ARTICLE III.

                               BOARD OF DIRECTORS

     SECTION 1. Number, Qualification and Term of Office.

     The business, property and affairs of the corporation shall be managed by a
Board consisting of not less than three or more than twenty-one Directors.  The
Board of Directors shall from time to time by a vote of a majority of the
Directors then in office fix within the maximum and minimum limits the number of
Directors to constitute the Board.  At each annual meeting of stockholders a
Board of Directors shall be elected by the stockholders for a term of one year.
Each Director shall serve until his successor is elected and shall qualify.

     SECTION 2. Vacancies.

     Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, at any regular or special meeting of the Board of
Directors.

     SECTION 3. Resignations.

     Any Director may resign at any time upon written notice to the Secretary of
the corporation.  Such resignation shall take effect on the date of receipt of
such notice or at any later date specified therein; and the acceptance of such
resignation, unless required by the terms thereof, shall not be necessary to
make it effective.  When one or more Directors shall resign 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 to take effect
when such resignation or resignations shall become effective.

     SECTION 4. Removals.

     Any Director may be removed, with cause, at any special meeting of the
stockholders called for that purpose, by the affirmative vote of the holders of
a majority in number of shares of the corporation entitled to vote for the
election of Directors, and the vacancy in the Board caused by any such removal
may be filled by the stockholders at such a meeting.

     SECTION 5. Place of Meetings; Books and Records.

     The Board of Directors may hold its meetings, and have an office or
offices, at such place or places within or without the State of Delaware as the
Board from time to time may determine.

     The Board of Directors, subject to the provisions of applicable  law, may
authorize the books and records of the corporation, and offices or agencies for
the issue, transfer and registration of the capital stock of the corporation, to
be kept at such place or places outside of the State of Delaware as, from time
to time, may be designated by the Board of Directors.

     SECTION 6. Annual Meeting of the Board.

     The first meeting of each newly elected Board of Directors, to be known as
the Annual Meeting of the Board, for the purpose of electing officers,
designating committees and the transaction of such other business as may come
before the Board, shall be held as soon as practicable after the adjournment of
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event such meeting is not
held due to the absence of a quorum, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or as shall be specified in a written
waiver signed by all of the newly elected Directors.

     SECTION 7. Regular Meetings.

     The Board of Directors shall, by resolution, provide for regular meetings
of the Board at such times and at such places as it deems desirable.  Notice of
regular meetings need not be given.

                                       4

 
     SECTION 8. Special Meetings.

     Special meetings of the Board of Directors may be called by the Chairman of
the Board or the President and shall be called by the Secretary on the written
request of three Directors on such notice as the person or persons calling the
meeting shall deem appropriate in the circumstances.  Notice of each such
special meeting shall be mailed to each Director or delivered to him by
telephone, telegraph or any other means of electronic communication, in each
case addressed to his residence or usual place of business, or delivered to him
in person or given to him orally.  The notice of meeting shall state the time
and place of the meeting but need not state the purpose thereof.  Attendance of
a Director at any meeting shall constitute a waiver of notice of such meeting
except when a Director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting was not lawfully called or
convened.

     SECTION 9. Quorum and Manner of Acting.

     Except as otherwise provided by statute, the Certificate of Incorporation
or these By-Laws, the presence of a majority of the total number of Directors
shall constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors, and the act of a majority of the
Directors present at any such meeting at which a quorum is present shall be the
act of the Board of Directors.  In the absence of a quorum, a majority of the
Directors present may adjourn the meeting, from time to time, until a quorum is
present.  Notice of any such adjourned meeting need not be given.

     SECTION  10. Chairman of the Board.

     A Chairman of the Board shall be elected by the Board of Directors from
among its members for a prescribed term and may, or may not be, at the
discretion of the Board of Directors, an employee or an officer of the
corporation.  If the Chairman is neither an employee nor an officer of the
corporation he may be designated "non-executive."  The Chairman of the Board
shall perform such duties as shall be prescribed by the Board of Directors and,
when present, shall preside at all meetings of the stockholders and the Board of
Directors.  In the absence or disability of the Chairman of the Board, the Board
of Directors shall designate a member of the Board to serve as Chairman of the
Board and such designated Board Member shall have the powers and perform the
duties of the office; provided, however, that if the Chairman of the Board shall
so designate or shall be absent from a meeting of stockholders, the President
shall preside at such meeting of stockholders.

     SECTION  11. Organization.

     At every meeting of the Board of Directors, the Chairman of the Board or,
in his absence the President or, if both of these  individuals are absent, a
Chairman chosen by a majority of the Directors present shall act as Chairman of
the meeting.  The Secretary or, in his absence, an Assistant Secretary or, in
the absence of the Secretary and all the Assistant Secretaries, any person
appointed by the Chairman of the meeting shall act as Secretary of the meeting.

     SECTION  12. Consent of Directors in Lieu of Meeting.

     Unless otherwise restricted by the Certificate of Incorporation or by these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors, or any committee designated by the Board, may be taken
without a meeting if all members of the Board or committee consent thereto in
writing, and such written consent is filed with the minutes of the proceedings
of the Board or committee.

     SECTION  13. Telephonic Meetings.

     Members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or 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
such a meeting shall constitute presence in person at such meeting.

     SECTION  14. Compensation.

     Each Director who is not a full-time salaried officer of the corporation or
any of its wholly owned subsidiaries, when authorized by resolution of the Board
of Directors may receive as a Director a stated salary or an annual retainer and
in addition may be allowed a fixed fee and his reasonable expenses for
attendance at each regular or special meeting of the Board or any Committee
thereof.

                                       5

 
                                  ARTICLE IV.

                      COMMITTEES OF THE BOARD OF DIRECTORS

     SECTION 1. Executive Committee.

     The Board of Directors may, in its discretion, designate annually an
Executive Committee consisting of not less than five Directors as it may from
time to time determine.  The Committee shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it, but the Committee shall have no
power or authority to amend the Certificate of Incorporation (except that the
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,
fix 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), adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
amend the ByLaws of the corporation, elect officers or fill vacancies on the
Board of Directors or any Committee of the Board, declare a dividend, authorize
the issuance of stock, or such other powers as the Board may from time to time
eliminate.

     SECTION 2. Audit Committee.

     The Board of Directors shall designate annually an Audit Committee
consisting of not less than three Directors as it may from time to time
determine to assist the Board in fulfilling its responsibilities with respect to
overseeing the accounting, auditing and financial reporting practices and the
internal control policies and procedures of the corporation.  The Board shall
adopt a charter for the Audit Committee, and the Audit Committee shall review
and assess the adequacy of the charter on an annual basis.  All members of the
Audit Committee shall meet the requirements of the charter and of the New York
Stock Exchange and any other relevant regulatory body, as interpreted by the
Board in its reasonable business judgment.  The Board shall elect or appoint a
chairman of the Audit Committee who will have authority to act on behalf of the
committee between meetings.  The Chairman may appoint a temporary Chairman in
his or her absence.

     SECTION 3. Compensation Committee.

     The Board of Directors may, in its discretion, designate annually a
Compensation Committee, consisting of not less than five Directors as it may
from time to time determine.  The Committee shall review, report and make
recommendations to the Board of Directors on the following matters:

          (a) The compensation of the Chairman of the Board, the compensation of
     the President following the Chairman of the Board's recommendation as to
     the compensation of the President, and the compensation of all senior
     officers of the corporation and its principal operating subsidiaries
     reporting directly to the President following an annual review of
     management's recommendations for such senior officers.  If circumstances
     involving such senior officers require a salary adjustment between such
     reviews, a recommendation may be made directly to the Board of Directors by
     the President without the necessity of a meeting of the Compensation
     Committee.

          (b) Management recommendations for individual stock options to be
     granted under existing stock option plans to key executives of the
     corporation and its subsidiary companies.

          (c) The performance of the trustee of the corporation's pension trust
     fund and any proposed change in the investment policy of the trustee with
     respect to such fund.

          (d) Any proposed stock option plans, stock purchase plans, retirement
     plans and any other plans, systems and practices of the corporation
     relating to the compensation of any employees of the corporation and any
     proposed plans of any subsidiary company involving the issuance or purchase
     of capital stock of the corporation.

          (e) The evaluation of the performance of the officers of the
     corporation and, together with management, the selection and recommendation
     to the Board of Directors of appropriate individuals for election,
     appointment and promotion as officers of the corporation to ensure
     management effectiveness and continuity.

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          (f) Such other matters as the Board may from time to time prescribe.

     SECTION 4.   Directors and Corporate Governance Committee.

     The Board of Directors may, in its discretion, designate annually a
Directors and Corporate Governance Committee, consisting of not less than five
Directors as it may from time to time determine.  The Committee shall review,
report and make recommendations to the Board of Directors on the following
matters:

          (a) The size and composition of the Board of Directors and nominees
     for Directors, the evaluation of the performance of the Board of Directors
     of the corporation, and the recommendation to the Board of Directors of
     compensation and benefits for Directors.

          (b) Such other matters as the Board may from time to time prescribe.

     SECTION 5. Committee Chairman, Books and Records.

     Unless designated by the Board of Director,each Committee shall elect a
Chairman to serve for such term as it may determine.  Each committee shall fix
its own rules of procedure and shall meet at such times and places and upon such
call or notice as shall be provided by such rules.  It shall keep a record of
its acts and proceedings, and all action of the Committee shall be reported to
the Board of Directors at the next meeting of the Board.

     SECTION 6. Alternates.

     Alternate members of the Committees prescribed by this Article IV may be
designated by the Board of Directors from among the Directors to serve as
occasion may require.  Whenever a quorum cannot be secured for any meeting of
any such Committees from among the regular members thereof and designated
alternates, the member or members of such Committee present at such meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of such absent or disqualified member.

     Alternate members of such Committees shall receive a reimbursement for
expenses and compensation at the same rate as regular members of such
Committees.

     SECTION 7. Other Committees.

     The Board of Directors may designate such other Committees, each to consist
of two or more Directors, as it may from time to time determine, and each such
Committee shall serve for such term and shall have and may exercise, during
intervals between meetings of the Board of Directors, such duties, functions and
powers as the Board of Directors may from time to time prescribe.

     SECTION 8. Quorum and Manner of Acting.

     At each meeting of any Committee the presence of a majority of the members
of such Committee, whether regular or alternate, shall be necessary to
constitute a quorum for the transaction of business, and if a quorum is present
the concurrence of a majority of those present shall be necessary for the taking
of any action; provided, however, that no action may be taken by the Executive
Committee  when two or more officers of the corporation are present as members
at a meeting of either such Committee unless such action shall be concurred in
by the vote of  a majority of the  members of such Committee who are not
officers of the corporation.

                                       7

 
                                   ARTICLE V.

                                    OFFICERS

     SECTION 1. Number.

     The officers of the corporation shall be a President, a Vice President and
Chief Financial Officer, a Vice President-Law, a Secretary, and a Treasurer,
each of which officers shall be elected by the Board of Directors, and such
other officers as the Board of Directors may determine, in its discretion, to
elect.  Any number of offices may be held by the same person.  Any officer may
hold such additional title descriptions or qualifiers such as "Chief Executive
Officer", "Chief Operating Officer", "Senior Vice President", "Executive Vice
President" or "Assistant Secretary" or such other title as the Board of
Directors shall determine.

     SECTION 2. Election, Term of Office and Qualifications.

     The officers of the corporation shall be elected annually by the Board of
Directors.  Each officer elected by the Board of Directors shall hold office
until his successor shall have been duly elected and qualified, or until he
shall have died, resigned or been removed in the manner hereinafter provided.

     SECTION 3. Resignations.

     Any officer may resign at any time upon written notice to the Secretary of
the corporation.  Such resignation shall take effect at the date of its receipt,
or at any later date specified therein; and the acceptance of such resignation,
unless required by the terms thereof, shall not be necessary to make it
effective.

     SECTION 4. Removals.

     Any officer elected or appointed by the Board of Directors may be removed,
with or without cause, by the Board of Directors at a regular meeting or special
meeting of the Board.  Any officer or agent appointed by any officer or
committee may be removed, either with or without cause, by such appointing
officer or committee.

     SECTION 5. Vacancies.

     Any vacancy occurring in any office of the corporation shall be filled for
the unexpired portion of the term in the same manner as prescribed in these By-
Laws for regular election or appointment to such office.

     SECTION 6. Compensation of Officers.

     The compensation of all officers elected by the Board of Directors shall be
approved or authorized by the Board of Directors or by the President when so
authorized by the Board of Directors or these By-Laws.

     SECTION  7. President and Chief Executive Officer.

     The President shall be the chief executive officer of the corporation and
shall have, subject to the control of the Board of Directors, the general
executive responsibility for the management and direction of the business and
affairs of the corporation, and the general supervision of its officers,
employees and agents.  He shall have the power to appoint any and all officers,
employees and agents of the corporation not required by these By-Laws to be
elected by the Board of Directors or not otherwise elected by the Board of
Directors in its discretion.  He shall have the power to accept the resignation
of or to discharge any and all officers, employees and agents of the corporation
not elected by the Board of Directors.  He shall sign all papers and documents
to which his signature may be necessary or appropriate and shall have such other
powers and duties as shall devolve upon the chief executive officer of a
corporation, and such further powers and duties as may be prescribed for him by
the Board of Directors.

     SECTION  8. Vice President and Chief Financial Officer.

     The Vice President and Chief Financial Officer shall have responsibility
for development and administration of the corporation's financial plans and all
financial arrangements, its insurance programs, its cash deposits and short-term
investments, its accounting policies, and its federal and state tax returns.
Such officer shall also be responsible for the corporation's internal control
procedures and for its relationship with the financial community.

                                       8

 
     SECTION  9. Vice President-Law.

     The Vice President-Law shall be the chief legal advisor of the corporation
and shall have charge of the management of the legal affairs and litigation of
the corporation.

     SECTION  10. Secretary.

     The Secretary shall record the proceedings of the meetings of the
stockholders and directors, in one or more books kept for that purpose; see that
all notices are duly given in accordance with the provisions of the By-Laws or
as required by law; have charge of the corporate records and of the seal of the
corporation; affix the seal of the corporation or a facsimile thereof, or cause
it to be affixed, to all certificates for shares prior to the issue thereof and
to all documents the execution of which on behalf of the corporation under its
seal is duly authorized by the Board of Directors or otherwise in accordance
with the provisions of the By-Laws; keep a register of the post office address
of each stockholder, director or member, sign with the Chairman of the Board or
President certificates for shares of stock of the corporation, the issuance of
which shall have been duly authorized by resolution of the Board of Directors;
have general charge of the stock transfer books of the corporation; and in
general, perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned  by the Board of Directors, the
Chairman of the Board, the President or the Vice President-Law.

     SECTION  11.  Treasurer.

     The Treasurer shall have the responsibility for the custody and safekeeping
of all funds of the corporation and shall have charge of their collection,
receipt and disbursement; shall receive and have authority to sign receipts for
all monies paid to the corporation and shall deposit the same in the name and to
the credit of the corporation in such banks or depositories as the Board of
Directors shall approve; shall endorse for collection on behalf of the
corporation all checks, drafts, notes and other obligations payable to the
corporation; shall sign or countersign all notes, endorsements, guaranties and
acceptances made on behalf of the corporation when and as directed by the Board
of Directors; shall give bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors may require;
shall have the responsibility for the custody and safekeeping of all securities
of the corporation; and in general shall have such other powers and perform such
other duties as are incident to the office of Treasurer and as from time to time
may be prescribed by the Board of Directors or  delegated  by  the President or
the Vice President and Chief Financial Officer.

     SECTION  12. Absence or Disability of Officers.

     In the absence or disability of the Chairman of the Board or the President,
the Board of Directors may designate, by resolution, individuals to perform the
duties of those absent or disabled.  The Board of Directors may also delegate
this power to a committee or to a senior corporate officer.

                                  ARTICLE VI.

                    STOCK CERTIFICATES AND TRANSFER THEREOF

     SECTION 1. Stock Certificates.

     Except as otherwise permitted by  law, the Certificate of Incorporation or
resolution or resolutions of the Board of Directors, every holder of stock in
the corporation shall be entitled to have a certificate, signed by or in the
name of the corporation by the Chairman of the Board, the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the corporation, certifying the number of shares, and
the class and series thereof, owned by him in the corporation.  Any and all of
the signatures on the certificate may be a facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

     SECTION 2. Transfer of Stock.

     Transfer of shares of the capital stock of the corporation shall be made
only on the books of the corporation by the holder thereof, or by his attorney
thereunto duty authorized, and on surrender of the certificate or certificates
for such shares.  A person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner thereof as regards the corporation,
and the corporation shall not, except as expressly required by statute, be bound
to recognize any equitable or other claim to, or interest in, such shares on the
part of any other person whether or not it shall have 

                                       9

 
express or other notice thereof.

     SECTION 3. Transfer Agent and Registrar.

     The corporation shall at all times maintain a transfer office or agency in
the Borough of Manhattan, The City of New York, in charge of a transfer agent
designated by the Board of Directors (who shall have custody, subject to the
direction of the Secretary, of the original stock ledger and stock records of
the corporation), where the shares of the capital stock of the corporation of
each class shall be transferable, and also a registry office in the Borough of
Manhattan, The City of New York, other than its transfer office or agency in
said city, in charge of a registrar designated by the Board of Directors, where
its stock of each class shall be registered.  The corporation may, in addition
to the said offices, if and whenever the Board of Directors shall so determine,
maintain in such place or places as the Board shall determine, one or more
additional transfer offices or agencies, each in charge of a transfer agent
designated by the Board, where the shares of capital stock of the corporation of
any class or classes shall be transferable, and also one or more additional
registry offices, each in charge of a registrar designated by the Board of
Directors, where such shares of stock of any class or classes shall be
registered.  Except as otherwise provided by resolution of the Board of
Directors in respect of temporary certificates, no certificates for shares of
capital stock of the corporation shall be valid unless countersigned by a
transfer agent and registered by a registrant authorized as aforesaid.

     SECTION 4. Additional Regulations.

     The Board of Directors may make such additional rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.

     SECTION 5. Lost, Destroyed or Mutilated Certificates.

     The Board of Directors may provide for the issuance of new certificates of
stock to replace certificates of stock lost, stolen, mutilated or destroyed, or
alleged to be lost, stolen, mutilated or destroyed, upon such terms and in
accordance with such procedures as the Board of Directors shall deem proper and
prescribe.

     SECTION 6. 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,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.  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.

                                  ARTICLE VII.

                            DIVIDENDS, SURPLUS, ETC.

     Except as otherwise provided by statute or the Certificate of
Incorporation, the Board of Directors may declare dividends upon the shares of
its capital stock either (1) out of its surplus, or (2) in case there shall be
no surplus, out of its net profits for the fiscal year, whenever, and in such
amounts as, in its opinion, the condition of the affairs of the corporation
shall render it advisable.  Dividends may be paid in cash, in property or in
shares of the capital stock of the corporation.

                                 ARTICLE VIII.

                                      SEAL

     The corporate seal shall have the name of the corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of
Directors.   The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

                                       10

 
                                  ARTICLE IX.

                                  FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of January
of each year.

                                   ARTICLE X.

                                INDEMNIFICATION

     SECTION 1. Right to Indemnification.

     Each person who was or is made a party or is threatened to be made a party
to or is involved (including, without limitation, as a witness) in any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the fact that he or
she 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 agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent 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 full extent
authorized by the Delaware General Corporation Law, as the same exists 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), or by other applicable law as then in effect, against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) actually and reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators, provided, however, that except
as provided in Section 2 of this Article with respect to proceedings seeking to
enforce rights to indemnification, the corporation shall indemnify any such
indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the corporation.  The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee while a director or
officer, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified
under this Section 1, or otherwise.

     SECTION 2. Right of Indemnitee to Bring Suit.

     If a claim under Section 1 of this Article is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, to the extent successful in whole or in part, the indemnitee
shall be entitled to be paid also the expense of prosecuting such suit.  The
indemnitee shall be presumed to be entitled to indemnification under this
Article upon submission of a written claim (and, in an action brought to enforce
a claim for an advancement of expenses where the required undertaking, if any is
required, has been tendered to the corporation), and thereafter the corporation
shall have the burden of proof to overcome the presumption that the indemnitee
is not so entitled.  Neither the failure of the corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel or its
stockholders) that the indemnitee is not entitled to indemnification shall be a
defense to the suit or create a presumption that the indemnitee is not so
entitled.

     SECTION 3. Nonexclusivity of Rights.

     The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of

                                       11

 
Incorporation, By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.

     SECTION 4. Insurance, Contracts and Funding.

     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
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.  The corporation may enter into contracts with
any indemnitee in furtherance of the provisions of this Article and may create a
trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article.

     SECTION 5. Definition of Director and Officer.

     Any person who is or was serving as a director of a wholly owned subsidiary
of the corporation shall be deemed, for purposes of this Article only, to be a
director or officer of the corporation entitled to indemnification under this
Article.

     SECTION 6. Indemnification of Employees and Agents of the Corporation.

     The corporation may, by action of its Board of Directors from time to time,
grant rights to indemnification and advancement of expenses to employees and
agents of the corporation with the same scope and effects as the provisions of
this Article with respect to the indemnification and advancement of expenses of
directors and officers of the corporation.

                                  ARTICLE XI.

                      CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 1. Checks, Drafts, Etc.; Loans.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall, from time to time, be determined by resolution of the Board of
Directors.  No loans shall be contracted on behalf of the corporation unless
authorized by the Board of Directors.  Such authority may be general or confined
to specific circumstances.

     SECTION 2. Deposits.

     All funds of the corporation shall be deposited, from time to time, to the
credit of the corporation in such banks, trust companies or other depositories
as the Board of Directors may select, or as may be selected by any officer or
officers, agent or agents of the corporation to whom such power may, from time
to time, be delegated by the Board of Directors; and for the purpose of such
deposit, the Chairman, the President, any Vice President, the Treasurer or any
Assistant Treasurer, the Secretary or any Assistant Secretary or any other
officer or agent to whom such power may be delegated by the Board of Directors,
may endorse, assign and deliver checks, drafts and other order for the payment
of money which are payable to the order of the corporation.

                                  ARTICLE XII.

                       NOMINATIONS OF DIRECTOR CANDIDATES

     SECTION 1. General.  Nomination of candidates for election as directors of
the corporation at any meeting of stockholders called for election of directors
(an "Election Meeting") may be made by the Board of Directors or by any
stockholder entitled to vote at such Election Meeting.

     SECTION 2. Nominations by Board of Directors.  Nominations made by the
Board of Directors shall be made at a meeting of the Board of Directors, or by
written consent of directors in lieu of a meeting, not less than 30 days prior
to the date of the Election Meeting.  At the request of the Secretary of the
corporation each proposed nominee shall provide the corporation with such
information concerning himself as is required, under the rules of the Securities
and Exchange Commission, to be included in the corporation's proxy statement
soliciting proxies for his election as a director.

                                       12

 
     SECTION 3. Nominations by Stockholder.  Any stockholder who intends to make
a nomination at the annual meeting of stockholders shall deliver a notice
addressed to the Secretary of the corporation and received at the principal
executive offices of the corporation in compliance with the timeliness
requirements applicable to a stockholder's notice under Article II, Section 10
of these By-laws and setting forth (a) as to each nominee whom the stockholder
proposes to nominate for election as a director, (i) the name, age, business
address and residence address of the nominee, (ii) the principal occupation or
employment of the nominee, (iii) the class and number of shares of capital stock
of the corporation which are beneficially owned by the nominee and (iv) any
other information concerning the nominee that would be required, under the rules
of the Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominee; and (b) as to the stockholder giving
the notice, (i) the name and record address of the stockholder, (ii) the class
and number of shares of capital stock of the corporation which are beneficially
owned by the stockholder and (iii) whether the proponent intends or is part of a
group which intends to solicit proxies from other stockholders in support of the
nomination; provided, however, that in the event that an Election Meeting is
called that is not the annual meeting of stockholders, notice by the stockholder
to be timely must be so delivered not later than the close of business on the
15th day following the day on which such notice of the date of the meeting was
mailed or public disclosure of such date was made, whichever first occurs.  Such
notice shall include a signed consent to serve as a director of the corporation,
if elected, of each such nominee.  The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as a
director of the corporation.

     SECTION 4. Substitute Nominees.  In the event that a person is validly
designated as a nominee in accordance with Section 2 or Section 3 of this
Article XII and shall thereafter become unable or unwilling to stand for
election to the Board of Directors, the Board of Directors or the stockholder
who proposed such nominee, as the case may be, may designate a substitute
nominee.

     SECTION 5. Void Nominations.  If the Chairman of the Election Meeting
determines that a nomination was not made in accordance with the foregoing
procedures, such nomination shall be void.

                                 ARTICLE XIII.

                                   AMENDMENTS

     These By-Laws may be altered or repealed and new By-Laws may be made by the
affirmative vote, at any meeting of the Board, of a majority of the whole Board
of Directors, subject to the rights of the stockholders of the corporation to
amend or repeal By-Laws made or amended by the Board of Directors by the
affirmative vote of the holders of record of a majority in number of shares of
the outstanding stock of the corporation present or represented at any meeting
of the stockholders and entitled to vote thereon, provided that notice of the
proposed action be included in the notice of such meeting.

                                       13