By-Laws - Gannett Co. Inc.


[Reflects all amendments through February 1, 2001]



                           BY-LAWS

                             OF

                      GANNETT CO., INC..


                         ARTICLE I.

                  Meetings of Stockholders


Section 1. Annual Meetings: 
--------------------------- 
     The annual meeting of the stockholders for the election of directors and
for the transaction of such other business as may come before the meeting shall
be held on such date and at such hour as shall each year be fixed by the Board
of Directors.

Section 2. Special Meetings: 
---------------------------- 
     Except as otherwise required by law and subject to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, special meetings of the stockholders
may be called only by the Chairman of the Board or by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors.

Section 3. Place of Meeting: 
---------------------------- 
     Meetings of stockholders of the Corporation shall be held at such place,
either within or without the State of Delaware, as shall be fixed by the Board
of Directors in the case of meetings called by the Board, or by the Chairman of
the Board in the case of meetings called by the Chairman, and specified in the
notice of said meeting.

Section 4. Notice of Meetings: 
------------------------------ 
     Except as otherwise permitted or provided by law or these By-laws, written
notice of each meeting of the stockholders shall be given to each stockholder of
record entitled to vote at such meeting, whether annual or special, not less
than ten (10) nor more than sixty (60) days before the day on which the meeting
is to be held. A written waiver of notice of any meeting of stockholders, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Notice of any adjourned meeting
of stockholders shall not be required to be given, except where expressly 
required by law.

Section 5. Organization: 
------------------------ 
     At each meeting of the stockholders, the Chairman of the Board, or in his
absence, the Vice Chairman, or in the absence of both officers, an officer
selected by the Chairman of the Board, or if the Chairman of the Board has made
no selection, an officer selected by the Board, shall act as chairman of the
meeting and the Secretary or, in his absence, an Assistant Secretary, if one be
appointed, shall act as secretary of the meeting. In case at any meeting none of




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the officers who have been designated to act as chairman or secretary of the
meeting, respectively, shall be present, a chairman or secretary of the meeting,
as the case may be, shall be chosen by the vote of a majority in interest of the
stockholders of the Corporation present in person or by proxy and entitled to
vote at such meeting.

Section 6. Quorum and Conduct of Meetings. 
------------------------------------------ 

(a)  At each meeting of the stockholders, except where otherwise provided by
     law, the holders of a majority of the issued and outstanding shares of each
     class of stock of the Corporation entitled to vote at such meeting shall
     constitute a quorum for the transaction of business and a majority in
     amount of such quorum shall decide any questions that may come before the
     meeting. In the absence of a quorum, a majority in interest of the
     stockholders of the Corporation present in person or by proxy and entitled
     to vote, or, if no stockholder entitled to vote is present, any officer
     entitled to preside at, or act as secretary of, such meeting, shall have
     the power to adjourn the meeting from time to time until stockholders
     holding the requisite amount of stock shall be present or represented. At
     any such adjourned meeting at which a quorum shall be present, any business
     may be transacted which might have been transacted at the meeting as
     originally called.

(b)  The date and time of the opening and the closing of the polls for each
     matter upon which the stockholders will vote at a meeting shall be
     announced at the meeting by the chairman of the meeting. The Board of
     Directors may adopt by resolution such rules and regulations for the
     conduct of the meeting of stockholders as it shall deem appropriate. Except
     to the extent inconsistent with such rules and regulations as adopted by
     the Board of Directors, the chairman of any meeting of stockholders shall
     have the right and authority to prescribe such rules, regulations and
     procedures and to do all such acts as, in the judgment of such chairman,
     are appropriate for the proper conduct of the meeting. Such rules,
     regulations or procedures, whether adopted by the Board of Directors or
     prescribed by the chairman of the meeting, may include, without limitation,
     the following: (i) the establishment of an agenda or order of business for
     the meeting; (ii) rules and procedures for maintaining order at the meeting
     and the safety of those present; (iii) limitations on attendance at or
     participation in the meeting to stockholders of record of the Corporation,
     their duly authorized and constituted proxies or such other persons as the
     chairman of the meeting shall determine; (iv) restrictions on entry to the
     meeting after the time fixed for the commencement thereof; and (v)
     limitations on the time allotted to questions or comments by participants.
     Unless and to the extent determined by the Board of Directors or the
     chairman of the meeting, meetings of stockholders shall not be required to
     be conducted in accordance with the rules of parliamentary procedure.



                             - 3 -

     Section 7. Voting. 
     ------------------ 
(a)  At each meeting of stockholders every stockholder of record of the
     Corporation entitled to vote at such meeting shall be entitled to one vote
     for each share of stock of the Corporation registered in his name on the
     books of the Corporation on the record date for such meeting. Each
     stockholder entitled to vote at a meeting of stockholders or to express
     consent or dissent to corporate action in writing without a meeting may
     authorize another person or persons to act for him by proxy. Such proxy
     shall be appointed by an instrument in writing, subscribed by such
     stockholder or by his attorney thereunto authorized and delivered to the
     secretary of the meeting, or shall otherwise be executed and transmitted as
     may be permissible under applicable law; provided, however, that no proxy
     shall be voted on after three years from its date unless said proxy
     provides for a longer period. At all meetings of the stockholders, all
     matters (except where other provision is made by statute, by the
     Certificate of Incorporation or by these By-laws) shall be decided by the
     vote of a majority of the stock present in person or by proxy and entitled
     to vote at the meeting. At each meeting of stockholders for the election of
     Directors, the voting for Directors need not be by ballot unless the
     chairman of the meeting or the holders, present in person or by proxy, of a
     majority of the stock of the Corporation entitled to vote at such meeting
     shall so determine.

(b)  The date and time of the opening and the closing of the polls for each
     matter upon which the stockholders will vote at a meeting shall be
     announced at the meeting. No ballot, proxies or votes, nor any revocations
     thereof or changes thereto, shall be accepted by the inspectors after the
     closing of the polls unless a proper court upon application by a
     stockholder shall determine otherwise.

(c)  The Corporation shall, in advance of any meeting of stockholders, appoint
     one or more inspectors to act at the meeting and make a written report
     thereof. The Corporation may designate one or more persons as alternate
     inspectors to replace any inspector who fails to act. If no inspector or
     alternate is able to act at a meeting of stockholders, the person presiding
     at the meeting shall appoint one or more inspectors to act at the meeting.
     Each inspector, before entering upon the discharge of his or her duties,
     shall take and sign an oath faithfully to execute the duties of inspector
     with strict impartiality and according to the best of his or her ability.

(d)  The inspectors shall (i) ascertain the number of shares outstanding and the
     voting power of each, (ii) determine the shares represented at a meeting
     and the validity of proxies and ballots, (iii) count all votes and ballots,
     (iv) determine and retain for a reasonable period a record of the 



                             - 4 -

     disposition of any challenges made to any determination by the 
     inspectors, (v) certify their determination of the number of shares
     represented at the meeting and their count of all votes and ballots, and
     (vi) perform such other duties as may be required by law or designated by
     the Secretary of the Corporation. In performing their duties, the
     inspectors of election shall follow applicable law and the instructions of
     the Secretary.

Section 8. List of Stockholders: 
-------------------------------- 
     It shall be the duty of the Secretary or other officer of the Corporation
who shall have charge of its stock ledger, either directly or through another
officer of the Corporation designated by him or through a transfer agent or
transfer clerk appointed by the Board of Directors, to prepare and make
available, at least ten (10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for said ten (10) days, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of meeting, or, if not so specified, at the place where said meeting is
to be held. The list shall be produced and kept at the time and place of said
meeting during the whole time thereof and subject to the inspection of any
stockholder who shall be present thereat. The original or duplicate stock ledger
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, such list or the books of the Corporation, or to vote in
person or by proxy at such meeting.

Section 9. Stockholder Action: 
------------------------------ 
     Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.


                              ARTICLE II.

                          Board of Directors


Section 1. General Power: 
------------------------- 
     The property, business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.

Section 2. Number and Terms: 
---------------------------- 
     Except as otherwise fixed pursuant to the provisions of Article FOURTH of
the Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, the number of the directors of the Corporation shall be fixed
from time to time by majority vote of the entire Board of Directors. The
directors, other than those who may be elected by the holders of any class or



                             - 5 -

series of stock having preference over the Common Stock as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as determined by the Board of Directors, one class to be originally
elected for a term expiring at the annual meeting of stockholders to be held in
1986, another class to be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1987, and another class to be originally
elected for a term expiring at the annual meeting of stockholders to be held in
1988, with the members of each class to hold office until their successors are
elected and qualified. At each annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.

Section 3. Qualifications of Directors: 
--------------------------------------- 
     No one shall be eligible to serve as a member of the Board of Directors
after the first annual meeting of shareholders following his or her seventieth
birthday, or, in the case of anyone who has at any time served as an executive
of this Corporation, after the first annual meeting of shareholders following
his or her sixty-fifth birthday or the date on which he or she retires under the
Corporation's retirement plan, whichever occurs first. Every person who is
elected a director of this Corporation at the 1989 annual meeting of
shareholders of this Corporation or thereafter shall at the time of his or her
election to the Board, and at all times during his or her tenure as a director,
own, directly or beneficially (beneficial ownership to be determined in
accordance with the Securities Exchange Act of 1934), at least one thousand
shares of the common stock of this Corporation.

Section 4. Nominations: 
----------------------- 
     Subject to the rights of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect directors
under specified circumstances, nominations for
the election of directors may be made by the Board of Directors or a committee
appointed by the Board of Directors or by any stockholder entitled to vote in
the election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as director at a meeting only if written notice of such stockholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of stockholders for
the election of directors, the close of business on the tenth day following the
date on which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between



                             - 6 -

stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Corporation if
so elected. The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

Section 5. Notice of Stockholder Business: 
------------------------------------------ 
     At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 90 days prior to
the meeting. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) 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, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the 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 5. The chairman of an
annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the provisions of this Section 5 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 6. Election: 
-------------------- 
     At each annual meeting of stockholders, Directors shall, except as
otherwise required or provided by law or by the Certificate of Incorporation, be
elected by a plurality of the votes cast at such meeting by the holders of stock
entitled to vote in the election. Each Director shall hold office until his
successor shall be elected and qualified, or until his death, or until he shall
resign or shall have been removed in the manner hereinafter provided, or until
he shall cease to qualify.

Section 7. Resignation: 
----------------------- 
     Any Director of the Corporation may resign at any time by giving notice in
writing or by electronic transmission to the Corporation. The resignation of any
Director shall take effect at the time specified therein, and, unless



                             - 7 -

otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 8. Removal of Directors: 
-------------------------------- 
     Any Director may be removed from office, with cause, by the affirmative
vote of the holders of record of a majority of the combined voting power of the
outstanding shares of Stock entitled to vote generally in the election of
directors, voting together as a single class and without cause, only by the
affirmative vote of the holders of 80% of the combined voting power of the then
outstanding shares of stock entitled to vote generally in the election of
directors, voting together as a single class.

Section 9. Newly Created Directorships and Vacancies: 
----------------------------------------------------- 
     Except as otherwise fixed pursuant to the provisions of Article FOURTH of
the Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having preference over the Common Stock as to dividends
or upon liquidation to elect additional directors under specified circumstances,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

Section 10. First Meeting: 
-------------------------- 
     After each annual election of Directors and on the same day, the Board of
Directors may meet for the purpose of organization, the election of officers and
the transaction of other business at the place where regular meetings of the
Board of Directors are held. Notice of such meeting need not be given. Such
meeting may be held at any other time or place which shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors or which is approved by all the Directors by consent in writing or by
electronic transmission.

Section 11. Regular Meetings: 
----------------------------- 
     Regular meetings of the Board of Directors shall be held at such places and
at such times as may from time to time be fixed by the Board. Notice of regular
meetings need not be given.

Section 12. Special Meetings: 
----------------------------- 
     Special meetings of the Board of Directors shall be held at any time upon
the call of the Chairman of the Board or any two of the Directors. Notice of
each such meeting shall be mailed to each Director, addressed to him at his
residence or usual place of business, at least three days before the day on
which the meeting is to be held, or shall be sent to him by telegraph, cable,
wireless or electronic transmission so addressed or shall be delivered
personally or by telephone at least 24 hours before the time the meeting is to
be held. Each notice shall state the time and place of the meeting but need not



                             - 8 -

state the purposes thereof, except as otherwise herein expressly provided.
Notice of any meeting of the Board of Directors need not, however, be given to
any Director, if waived by him in writing or by telegraph, cable, wireless or
other form of recorded communication or electronic transmission or if he shall
be present at such meeting; and any meeting of the Board shall be a legal
meeting without any notice thereof having been given if all of the Directors of
the Corporation then in office shall be present thereat.

     Members of the Board of Directors, or any committee designated by such
Board, may participate in a meeting of such Board or committee by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting.

Section 13. Quorum and Manner of Acting: 
---------------------------------------- 
     Except as otherwise provided by statute or by these By-laws, a majority of
the authorized number of Directors shall be required to constitute a quorum for
the transaction of business at any meeting, and the affirmative vote of a
majority of the Directors present at the meeting shall be necessary for the
adoption of any resolution or the taking of any other action. In the absence of
a quorum, the Director or Directors present may adjourn any meeting from time to
time until a quorum be had. Notice of any adjourned meeting need not be given.

Section 14. Written or Electronic Consent: 
------------------------------------------ 
     Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of the Board consent
thereto in writing or by electronic transmission and such writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

Section 15. Compensation: 
------------------------- 
     The Board of Directors shall have the authority to fix the compensation of
Directors for services in any capacity and to provide that the Corporation shall
reimburse each Director for any expenses paid to him on account of his
attendance at any regular or special meeting of the Board. Nothing herein
contained shall be construed so as to preclude any Director from serving the
Corporation in any other capacity, or from serving any of its stockholders,
subsidiaries or affiliated corporations in any capacity and receiving proper
compensation therefor.

Section 16. Executive and Other Committees: 
------------------------------------------- 
     The Board of Directors may in its discretion by resolution passed by a
majority of the Directors present at a meeting at which a quorum is present
designate an Executive Committee and one or more other committees, each
consisting of one or more of the Directors of the Corporation, and each of
which, to the extent provided in the resolution and the laws of the State of
Delaware, 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




                             - 9 -

may require it; provided, however, that no such committee shall have power or
authority as to the following matters:

(1)  The amendment of the Certificate of Incorporation of the Corporation
     (except as provided under the Delaware General Corporation Law);

(2)  The amendment of the By-laws of the Corporation;

(3)  Approval or recommending to stockholders any action which must be submitted
     to stockholders for approval under the Delaware General Corporation Law.

     Unless a greater proportion is required by the resolution designating a
committee of the Board of Directors, a majority of the entire authorized number
of members of such committee shall constitute a quorum for the transaction of
business, and the act of a majority of the members voting on any item of
business, if a quorum votes, shall be the act of such committee. Any action
required, or permitted to be taken at any meeting of a committee of the Board of
Directors, may be taken without a meeting if all members of such committee
consent thereto in writing or by electronic transmission and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of such committee. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.


Section 17. Indemnification.
----------------------------

     (a) Each person (including, here and hereinafter, the heirs, executors,
administrators, or estate of such person) (1) who is or was a Director or
officer of the Corporation, (2) who is or was an agent or employee of the
Corporation other than an officer and as to whom the Corporation has agreed to
grant such indemnity, or (3) who is or was serving at the request of the
Corporation as its representative in the position of a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the Corporation as of right to the full extent permitted
or authorized by the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended against any fine, liability, cost or
expense asserted against him or incurred by him in his capacity as such
director, officer, agent, employee, or representative, or arising out of his
status as such director, officer, agent, employee, or representative. The
Corporation may maintain insurance, at its expense, to protect itself and any
such person against any such fine, liability, cost or expense, whether or not
the Corporation would have the power to indemnify him against such liability
under the General Corporation Law of the State of Delaware.



                             - 10 -

     (b) 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 connection with any matter covered by paragraph (a) of this
Section 17 in advance of its final disposition (hereinafter an "advance payment
of expenses"). If the Delaware General Corporation Law requires, however, an
advance payment of expenses incurred by an indemnitee in his or her capacity as
a director or officer 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 by final judicial decision that
such indemnitee is not entitled to be indemnified for such expenses. Such
expenses incurred by other employees, agents, or representatives, or by
directors or officers who become the subject of a lawsuit by reason of actions
other than in their capacity as a director or officer, may be so paid upon such
terms and conditions as the Board of Directors deems appropriate.

     (c) If a request for indemnification is not paid in full within sixty days,
or if a request for advance payment of expenses is not paid in full within
twenty days, after receipt by the Corporation of the written request, the
indemnitee may at any time thereafter, prior to such payment, bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in such suit, the indemnitee shall be entitled also to recover
from the Corporation the expenses reasonably incurred in prosecuting the claim.
Neither the failure of the Board of Directors, legal counsel, or the
stockholders of the Corporation to make a determination that the indemnitee is
entitled to indemnification, nor a determination by any of them that the
indemnitee is not entitled to indemnification, for whatever reason, shall create
a presumption in such a suit that the indemnitee has not met the applicable
standard of conduct, nor shall it be a defense to such suit. In any such suit
the burden of establishing that the indemnitee is not entitled to
indemnification or an advance payment of expenses shall be on the Corporation.

     (d) The rights to indemnification and advance payment of expenses hereunder
shall be in addition to any other right which any director, officer, employee,
agent, or representative may have under any statute, provision of the
Certificate of Incorporation, By-law, agreement, vote of stockholders or
directors, or otherwise.



                             - 11 -

                           ARTICLE III.

                             Officers

Section 1. Officers Enumerated: 
------------------------------- 
     The Board of Directors, as soon as may be practicable after the annual
election of Directors, shall elect a Chairman, President and Chief Executive
Officer, one or more Vice Presidents (one or more of whom may be designated
Executive Vice President or Senior Vice President), a Secretary, a Treasurer,
and a Controller and from time to time may elect or appoint such other officers
as it may determine. Any two or more offices may be held by the same person.

Section 2. Term of Office: 
-------------------------- 
     Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified or
until his death or until he shall resign or until he shall have been removed in
the manner hereinafter provided.

Section 3. Powers and Duties: 
----------------------------- 
     The officers of the Corporation shall each have such powers and authority
and perform such duties in the management of the property and affairs of the
Corporation as from time to time may be prescribed by the Board of Directors
and, to the extent not so prescribed, they shall each have such powers and
authority and perform such duties in the management of the property and affairs
of the Corporation, subject to the control of the Board, as generally pertain to
their respective offices.

     Without limitation of the foregoing:

(a)  Chairman, President and Chief Executive Officer: The Chairman, President
     and Chief Executive Officer shall be the chief executive officer of the
     Corporation and shall preside at all meetings of the Board and of the
     Executive Committee of the Board and at all meetings of stockholders. He
     shall be a director of the Corporation, and he shall be an ex officio
     member of all committees of the Board, except the Executive Compensation
     and the Audit Committees.

(b)  Vice Presidents: The Board of Directors shall determine the powers and
     duties of the respective Vice Presidents and may, in its discretion, fix
     such order of seniority among the respective Vice Presidents as it may deem
     advisable.

(c)  Secretary: The Secretary shall issue notices of all meetings of the
     stockholders and Directors where notices of such meetings are required by
     law or these By-laws and shall keep the minutes of such meetings. He shall
     sign such instruments and attest such documents as require his signature of
     attestation and affix the corporate seal thereto where appropriate.

(d)  Treasurer: The Treasurer shall have custody of all funds and securities of
     the Corporation and shall sign all instruments and documents as require his
     signature. He shall perform all acts incident to the position of Treasurer,
     subject to the control of the Board of Directors.





                             - 12 -

(e)  Controller: The Controller shall be in charge of the accounts of the
     Corporation and he shall have such powers and perform such duties as may be
     assigned to him by the Board of Directors.

(f)  General Counsel: The General Counsel shall have general control of all
     matters of legal import concerning the Corporation.

Section 4. Temporary Absence: 
----------------------------- 
     In case of the temporary absence or disability of any officer of the
Corporation, except as otherwise provided in these By-laws, the Chairman of the
Board, the President, the Vice Chairman, any Vice President, the Secretary or
the Treasurer may perform any of the duties of any such other officer as the
Board of Directors or Executive Committee may prescribe.

Section 5. Resignations: 
------------------------ 
     Any officer may resign at any time by giving written notice of his
resignation to the Corporation. Any such resignation shall take effect at the
time specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

Section 6. Removal: 
------------------- 
     Any officer may be removed, either with or without cause, at any time by
action of the Board of Directors.

Section 7. Vacancies: 
--------------------- 
     A vacancy in any office because of death, resignation, removal or any other
cause may be filled by the Board of Directors.

Section 8. Compensation: 
------------------------ 
     The salaries of the officers shall be fixed from time to time by the Board
of Directors. Nothing contained herein shall preclude any officer from serving
the Corporation in any other capacity, including that of director, or from
serving any of its stockholders, subsidiaries or affiliated corporations in any
capacity and receiving a proper compensation therefor.

Section 9. Contracts, Checks, etc.: 
----------------------------------- 
     All contracts and agreements authorized by the Board of Directors, and all
checks, drafts, bills of exchange 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 person or persons and in such manner as may from time to
time be designated by the Board of Directors, which designation may be general
or confined to specific instances.

Section 10. Proxies in Respect of Securities of Other Corporations: 
------------------------------------------------------------------- 
     Unless otherwise provided by resolution adopted by the Board of Directors,
the Chairman of the Board, the President and Chief Executive Officer, the Vice
Chairman, a Vice President, or the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, or any one of them, may exercise or appoint
an attorney or attorneys, or an agent or agents, to exercise in the name and on
behalf of the Corporation the powers and rights which the Corporation may have
as the holder of stock or other securities in any other corporation to vote or
to consent in respect of such stock or other securities; and the Chairman of the
Board, the President and Chief Executive Officer, the Vice Chairman, a Vice 



                             - 13 -

President, or the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer may instruct the person or persons so appointed as to the
manner of exercising such powers and rights and the Chairman of the Board, the
President and Chief Executive Officer, the Vice Chairman, a Vice President, or
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such ballots,
consents, proxies, powers of attorney or other written instruments as they or
either of them may deem necessary in order that the Corporation may exercise
such powers and rights. Any stock or other securities in any other corporation
which may from time to time be owned by or stand in the name of the Corporation
may, without further action, be endorsed for sale or transfer or sold or
transferred by the Chairman of the Board, the President and Chief Executive
Officer, the Vice Chairman, or a Vice President, or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation or any proxy appointed in writing by any of them.


                           ARTICLE IV.

                     Shares and Their Transfer


Section 1. Certificates of Stock: 
--------------------------------- 
     Every stockholder shall be entitled to have a certificate certifying the
number of shares of stock of the Corporation owned by him signed by, or in the
name of, the Corporation by the Chairman of the Board, or the President and
Chief Executive Officer, the Vice Chairman, or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation. Any of or 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.

Section 2. Transfers: 
--------------------- 
     Certificates shall be registered for transfer on the stock books of the
Corporation in person or by attorney, but, except as hereinafter provided in the
case of loss, destruction or mutilation of certificates, no transfer of stock
shall be entered until the previous certificate, if any, given for the same
shall have been surrendered and canceled.

Section 3. Lost, Destroyed or Mutilated Certificates: 
----------------------------------------------------- 
     The Corporation may issue a new certificate of stock of the same tenor and
same number of shares in place of a certificate theretofore issued by it which
is alleged to have been lost, stolen or destroyed; provided, however, the Board
of Directors or the Executive Committee or the Secretary of the Corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond of indemnity, in form and with
one or more sureties satisfactory to the Board or the Executive Committee,



                             - 14 -

sufficient to indemnify it against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

Section 4. Record Date: 
----------------------- 
     The Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors, and which shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action, as a record date for the determination of 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 with
respect to any change, conversion or exchange of stock or for the purpose of any
other lawful 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 upon which the meeting is held, and (b) the 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 5. Books and Records: 
----------------------------- 
     The books and records of the Corporation may be kept at such places within
or without the State of Delaware as the Board of Directors may from time to time
determine.

                         ARTICLE V.

                           Seal

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation, the year in
which the Corporation was incorporated (1971) and the words "Corporate Seal -
Delaware" and such other words or figures as the Board of Directors may approve
and adopt.


                         ARTICLE VI.

                         Amendments

     Except as otherwise provided by these By-laws, the Certificate of
Incorporation, or by operation of law, the By-laws of the Corporation may be
made, altered or repealed by vote of the stockholders at any annual or special
meeting of stockholders called for that purpose or by the affirmative vote of a
majority of the directors then in office given at any regular or special meeting
of the Board of Directors.