By-Laws - United Defense Industries Inc.


                                     BY-LAWS

                                       OF

                         UNITED DEFENSE INDUSTRIES, INC.




                                    Article I
                                     OFFICES

         Section 1. Delaware Office. The registered office of United Defense
                    ---------------
Industries, Inc. (the "Corporation") shall be in the City of Wilmington, County
of New Castle, State of Delaware.

         Section 2. Other Offices. The Corporation may also 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
                                  STOCKHOLDERS

         Section 1. Place of Meeting.  Meetings of stockholders shall be held
                    ----------------
at any place within or outside the State of Delaware designated by the Board of
Directors.

         Section 2. Annual Meeting. The annual meeting of stockholders shall be
                    --------------
held each year at such date, place and time as may be fixed by resolution of the
Board of Directors. At each annual meeting directors shall be elected and any
other proper business may be transacted.

         Section 3. Quorum and Adjournment. A majority of the stock issued and
                    ----------------------
outstanding and entitled to vote at any meeting of stockholders, the holders of
which are present in person or represented by proxy, shall constitute a quorum
for the transaction of business except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-Laws. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the chairman of the meeting or a majority of the
voting stock represented in person or by proxy may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. 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 thereat.

         Section 4. Voting. When a quorum is present at any meeting, the vote of
                    ------
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes, or
the Certificate of Incorporation, or these By-Laws, a different vote is required
in which case such express provision shall govern and control the decision of
such question.

         Section 5. Proxies.  At each meeting of the stockholders, each
                    -------
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date


                                        2



not more than three years prior to said meeting, unless said instrument provides
for a longer period. All proxies must be filed with the Secretary of the
Corporation at the beginning of each meeting in order to be counted in any vote
at the meeting.

         Section 6. Special Meeting. Special meetings of the stockholders, for
                    ---------------
any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation or these By-laws, may be called by the President
and shall be called by the President or the Secretary at the request in writing
of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
Corporation, issued and outstanding, and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice and in accordance with Section 8(B).

         Section 7. Notice of Meeting. Whenever stockholders are required or
                    -----------------
permitted to take any action at a meeting, a written notice of the meeting shall
be given which 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. The written notice of any meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.

         Section 8. Notice of Stockholder Business and Nominations.
                    ----------------------------------------------

                (A)      Annual Meetings of Stockholders.
                         -------------------------------

                         (1)     Nominations of persons for election to the
Board of Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
only (a) pursuant to the Corporation's notice of meeting (or any supplement
thereto), (b) by or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who was a stockholder of record of the
Corporation at the time the notice provided for in this Section 8 is delivered
to the Secretary of the Corporation, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 8.

                         (2)     For nominations or other business to be
properly brought before an annual meeting by a stockholder pursuant to clause
(c) of paragraph (A)(1) of this Section 8, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive office of the Corporation not later than the close of
business on the ninetieth day nor earlier than the close of business on the one
hundred twentieth day prior to the first anniversary of the preceding year's
annual meeting (provided, however, that in the event that the date of the annual
meeting is more than thirty days before or more than seventy days after such
anniversary date, notice by the stockholder must be so delivered not earlier
than the close of business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
day prior to such annual meeting or the tenth day following the day on which
public



                                       3



announcement of the date of such meeting is first made by the Corporation). In
no event shall the public announcement of an adjournment or postponement of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth: (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (and such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made, and in the event that such business includes a
proposal to amend the By-laws of the Corporation, the language of the proposed
amendment; and (c) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (i) the name
and address of such stockholder, as they appear on the Corporation's books, and
or such beneficial owner, (ii) the class and number of shares of capital stock
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner, (iii) 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
propose such business of nomination, and (iv) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which
intends to (a) deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the Corporation's outstanding capital stock required to
approve or adopt the proposal or elect the nominee and/or (b) otherwise solicit
proxies from stockholders in support of such proposal or nomination. The
Corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Corporation.

                         (3)     Notwithstanding anything in the second sentence
of paragraph (A)(2) of this Section 8 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
at an annual meeting is increased and there is no public announcement by the
Corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least one hundred days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Section 8 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive office of the
Corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.

                (B)      Special Meetings of Stockholders.
                         --------------------------------

                Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting pursuant to Section 7. Nominations of persons
for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (1) by or at the direction of the Board of Directors or (2)


                                       4



provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any stockholder of the Corporation who is a
stockholder of record at the time the notice provided for in this Section 8 is
delivered to the Secretary of the Corporation, who shall be entitled to vote at
the meeting and upon such election and who complies with the notice procedures
set forth in this Section 8. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder entitled to vote in such election of
directors may nominate a person or persons (as the case may be) for election to
such position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Section 8 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the one hundred twentieth day prior to
such special meeting and not later than the close of business on the later of
the ninetieth day prior to such special meeting, or the tenth day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

                (C)      General.
                         -------

                         (1)     Only such persons who are nominated in
accordance with the procedures set forth in this Section 8 shall be eligible to
be elected at an annual or special meeting of stockholders of the Corporation to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 8. Except as otherwise provided by law
or the Certificate of Incorporation, the chairman of the meeting shall have the
power and duty to (a) determine whether a nomination or any business proposed to
be brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 8 and (b) if any
proposed nomination or business is not in compliance with this Section 8
(including whether the stockholder or beneficial owner, if any, on whose behalf
the nomination or proposal is made solicits (or is part of a group which
solicits), or fails to so solicit (as the case may be), proxies in support of
such stockholder's proposal in compliance with such stockholder's representation
required by clause (c)(iv) of Section (A)(2) of this By-law), to declare that
such defective nomination shall be disregarded or that such proposed business
shall not be transacted.

                         (2)     For purposes of this Section 8, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation, with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                         (3)     Notwithstanding the foregoing provisions of
this Section 8, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 8. Nothing in this Section 8 shall be deemed
to affect any rights (a) of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act


                                       5



or (b) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

         Section 9. Consents to Corporate Action.
                    ----------------------------

                (A)     General. Unless otherwise provided in the Certificate of
                        -------
Incorporation and in accordance with this Section 9, any action required to be
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

                (B)     Record Date. The record date for determining
                        -----------
stockholders entitled to express consent to corporate action in writing without
a meeting shall be as fixed by the Board of Directors or as otherwise
established under this Section 9. Any person seeking to have the stockholders of
the Corporation authorize or take corporate action by written consent without a
meeting shall, by written notice addressed to the Secretary and delivered to the
Corporation, request that a record date be fixed for such purpose. The Board of
Directors may fix a record date for such purpose which shall be no more than ten
(10) days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors and shall not precede the date such resolution
is adopted. If the Board of Directors fails within ten (10) days after the
Corporation receives such notice to fix a record date for such purpose, the
record date shall be the day on which the first written consent is delivered to
the Corporation in the manner described in Section 9(C) below unless prior
action by the Board of Directors is required under the General Corporation Law
of the State of Delaware, in which event the record date shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

                (C)      Procedures.
                         ----------

                         (1)     Every written consent purporting to take or
authorizing the taking of corporate action and/or related revocations (each such
written consent and related revocation is referred to in this Section 9 as a
"Consent") shall bear the date of signature of each stockholder who signs the
Consent, and no Consent shall be effective to take the corporate action referred
to therein unless, within sixty (60) days of the earliest dated Consent
delivered in the manner required by this Section 9, Consents signed by a
sufficient number of stockholders to take such action are so delivered to the
Corporation. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous Consent shall be given to those stockholders who
have not consented in writing.

                         (2)     A Consent shall be delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders of the Corporation are
recorded. Delivery to the Corporation's registered office shall be made by hand
or by certified or registered mail, return receipt required.



                                       6



                         (3)     Consents shall be valid for a maximum of sixty
(60) days after the date of the earliest dated Consent delivered to the
Corporation in the manner provided in Section 228(c) of the General Corporation
Law of the State of Delaware. Consents may be revoked by written notice (a) to
the Corporation, (b) to the stockholder or stockholders soliciting consents or
soliciting revocations in opposition to action by consent (the "Soliciting
Stockholders"), or (c) to a proxy solicitor or other agent designated by the
Corporation or the Soliciting Stockholders.

                         (4)     Within ten (10) business days after receipt of
the earliest dated Consent delivered to the Corporation in the manner provided
in Section 228(c) of the General Corporation Law of the State of Delaware or the
determination by the Board of Directors of the Corporation that the Corporation
should seek corporate action by written consent, as the case may be, the
Secretary of the Corporation shall engage nationally recognized independent
inspectors of elections for the purpose of performing a ministerial review of
the validity of the Consents and revocations. The cost of retaining inspectors
of election shall be borne by the Corporation. For the purpose of permitting the
inspectors to perform such review, no action by written consent without a
meeting shall be effective until such date as the independent inspectors certify
to the Corporation that the consents delivered to the Corporation in accordance
with this Section 9 represent at least the minimum number of votes that would be
necessary to take the corporate action. Nothing contained in this Section
9(C)(4) shall in any way be construed to suggest or imply that the Board of
Directors or any stockholder shall not be entitled to contest the validity of
any Consent or revocation thereof, whether before or after such certification by
the independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).

                         (5)     Following appointment of the inspectors,
Consents and revocations shall be delivered to the inspectors upon receipt by
the Corporation, the Soliciting Stockholder or their proxy solicitors or other
designated agents. As soon as practicable following the earlier of (a) the
receipt by the inspectors, a copy of which shall be delivered to the
Corporation, of any written demand by the Soliciting Stockholders of the
Corporation, or (b) sixty (60) days after the date of the earliest dated Consent
delivered to the Corporation in the manner provided in Section 228(c) of the
General Corporation Law of the State of Delaware, the inspectors shall issue a
preliminary report to the Corporation and the Soliciting Stockholders stating
the number of valid and unrevoked Consents received and whether, based on the
preliminary count, the requisite number of valid and unrevoked Consents has been
obtained to authorize or take the action specified in the Consents.

                         (6)     Unless the Corporation and the Soliciting
Stockholders shall agree to a shorter or longer period, the Corporation and the
Soliciting Stockholders shall have forty-eight (48) hours to review the Consents
and revocations and to advise the inspectors and the opposing party in writing
as to whether they intend to challenge the preliminary report of the inspectors.
If no written notice of an intention to challenge the preliminary report is
received within forty-eight (48) hours after the inspectors' issuance of the
preliminary report, the inspectors shall issue to the Corporation and the
Soliciting Stockholders their final report containing the information from the
inspectors' determination with respect to whether the requisite number of valid
and unrevoked Consents was obtained to authorize and take the action specified
in the Consents. If the Corporation or the Soliciting Stockholders issue written
notice



                                       7



of an intention to challenge the inspectors' preliminary report within
forty-eight (48) hours after the issuance of that report, a challenge session
shall be scheduled by the inspectors as promptly as practicable. Following
completion of the challenge session, the inspectors shall as promptly as
practicable issue their final report to the Soliciting Stockholders and the
Corporation, which report shall contain the information included in the
preliminary report plus any change in the vote total as a result of the
challenge and a certification of whether the requisite number of valid and
unrevoked Consents was obtained to authorize or take the action specified in the
Consents.

         Section 10. Stockholder Lists. The officer who has charge of the stock
                     -----------------
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, 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, for a period of at least ten days prior to the meeting
on a reasonably accessibly electronic network or, during ordinary business
hours, at the principal place of business of the Corporation. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.

                                   Article III
                                    DIRECTORS

         Section 1. Number, Tenure and Qualifications. The number of directors
                    ---------------------------------
which shall constitute the whole Board of Directors shall be not less than one
(1) and not more than twelve (12). The exact number of directors shall be
determined by resolution of the Board of Directors. The directors need not be
stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified;
provided, however, that unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, either with or without cause, from the Board of Directors at any
meeting of stockholders by a majority of the stock represented and entitled to
vote thereat. Election of directors at all meetings of the stockholders at which
directors are to be elected shall be by written ballot, and, except as otherwise
set forth in the Certificate of Incorporation, a plurality of the votes cast
thereat shall elect directors.

         Section 2. Vacancies. Vacancies on the Board of Directors by reason of
                    ---------
death, resignation, retirement, disqualification, removal from office, or
otherwise, 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. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner replaced by a vote of the shareholders. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an



                                       8



election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         Section 3. General Powers. The property and business of the Corporation
                    --------------
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws directed or required to be exercised or
done by the stockholders.

         Section 4. Regular Meetings.  Regular meetings of the Board of
                    ----------------
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors.

         Section 5. Special Meetings. Special meetings of the Board of Directors
                    ----------------
may be called by the President on forty-eight hours notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the President or the Secretary in like manner and on like notice on the written
request of two directors.

         Section 6. Quorum. At all meetings of the Board of Directors a majority
                    ------
of the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at any meeting at which there is a quorum, shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute, by the Certificate of Incorporation or by these By-Laws. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum. At any
meeting, a director shall have the right to be accompanied by counsel provided
that such counsel shall agree to any confidentiality restrictions reasonably
imposed by the Corporation.

         Section 7. Board Action in Lieu of a Meeting. Unless otherwise
                    ---------------------------------
restricted by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

         Section 8. Conference Telephone Meetings. Unless otherwise restricted
                    -----------------------------
by the Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any 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 such
participation in a meeting shall constitute presence in person at such meeting.



                                       9



         Section 9. Committees. The Board of Directors may, by resolution passed
                    ----------
by a majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, 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 no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-Laws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.

         Section 10. Compensation. Unless otherwise restricted by the
                     ------------
Certificate of Incorporation or these By-Laws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefore . Members of special or standing committees may be
allowed like compensation for attending committee meetings.

         Section 11. Indemnification. The Corporation shall indemnify every
                     ---------------
person who is or was a party or is or was threatened to be made a party to any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Corporation or, while a director or officer or employee of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
employee, agent or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
counsel fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
to the full extent permitted by applicable law.

                                   Article IV
                                    OFFICERS

         Section 1. Elected Officers. The officers of this Corporation shall be
                    ----------------

chosen by the Board of Directors and shall include a President, a Secretary, and
a Treasurer. The Corporation may also have, at the discretion of the Board of
Directors, such other officers as are desired,



                                       10



including a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 hereof. In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or dissimilar
title. At the time of the election of officers, the directors may by resolution
determine the order of their rank. Any number of offices may be held by the same
person unless the Certificate of Incorporation or these By-Laws otherwise
provide.

         Section 2. Election. The Board of Directors, at its first meeting after
                    --------
 each annual meeting of stockholders, shall choose the officers of the
Corporation.

         Section 3. Additional Officers. The Board of Directors may appoint such
                    -------------------
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

         Section 4.  Compensation of Officers.  The salaries of all officers and
                     ------------------------
agents of the Corporation shall be fixed by the Board of Directors.

         Section 5. Term of Office. The officers of the Corporation shall hold
                    --------------
office until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.

         Section 6. Chairman of the Board. The Chairman of the Board, if such an
                    ---------------------
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
By-Laws. If there is no President, the Chairman of the Board shall in addition
be the Chief Executive Officer of the Corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.

         Section 7. President. Subject to such supervisory powers, if any, as
                    ---------
may be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence or with the consent of the Chairman of the Board, or if there be none,
at all meetings of the Board of Directors. He shall be an ex-officio member of
all committees and shall have the general powers and duties of management
usually vested in the office of President and Chief Executive Officer of
corporations, and shall have such other powers and duties as may be prescribed
by the Board of Directors or these By-Laws.

         Section 8.  Vice Presidents.  In the absence or disability of the
                     ---------------
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and



                                       11



when so acting shall have all the powers of and be subject to all the
restrictions upon the President. The Vice Presidents shall have such other
duties as from time to time may be prescribed for them, respectively, by the
Board of Directors.

         Section 9. Secretary. The Secretary shall attend all sessions of the
                    ---------
Board of Directors and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these By-Laws. He shall keep
in safe custody the seal of the Corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

         Section 10. Assistant Secretary. The Assistant Secretary, or if there
                     -------------------
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

         Section 11. Treasurer. The Treasurer shall have the custody of the
                     ---------
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

         Section 12. Assistant Treasurer. The Assistant Treasurer, or if there
                     -------------------
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.




                                       12



                                    Article V
                              CERTIFICATES OF STOCK

         Section 1. Every holder of stock of the Corporation shall be entitled
to have a certificate signed by, or in the name of the Corporation by, the
Chairman or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer of the Corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the Corporation.

         Section 2. Any 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 at the date of issue.

         Section 3. If the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         Section 4. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

         Section 5. Upon surrender to the Corporation, or the transfer agent of
the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its book.

         Section 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any



                                       13



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 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.

         Section 7. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware.

                                   Article VI
                               GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

         Section 2. Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.

         Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

         Section 4. The fiscal year of the Corporation shall be the calendar
year.

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

         Section 6. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.



                                       14



         Section 7. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

         Section 8. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

                                  Article VII
                                   AMENDMENTS

         Section 1. Amendment. These By-Laws may be altered, amended or repealed
                    ---------
or new By-Laws may be adopted by the stockholders by the affirmative vote of the
majority of the outstanding voting stock of the corporation, voting together as
a single class, or by the Board of Directors at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal By-Laws is conferred
upon the Board of Directors by the Certificate of Incorporation, it shall not
divest or limit the power of the stockholders to adopt, amend or repeal By-Laws.

                                       15