By-laws - Waste Management Inc.


                                     BY-LAWS

                                       OF

                             WASTE MANAGEMENT, INC.
                        (f/k/a USA WASTE SERVICES, INC.)
                               AS OF MAY 16, 2000

                                    ARTICLE I

                                     OFFICES


                  SECTION 1.1. Registered Office. The registered office of the
Corporation required by the General Corporation Law of the State of Delaware to
be maintained in the State of Delaware shall be the registered office named in
the original Certificate of Incorporation of the Corporation, or such other
office as may be designated from time to time by the Board of Directors in the
manner provided by law. Should the Corporation maintain a principal office or
place of business within the State of Delaware, such registered office need not
be identical to such principal office or place of business of the Corporation.

                  SECTION 1.2. 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

                            MEETINGS OF STOCKHOLDERS


                  SECTION 2.1. Place of Meetings. All meetings of the
stockholders shall be held at the principal office of the Corporation, or at
such other place either within or without the State of Delaware and at such date
and time as shall be designated from time to time by the Board of Directors and
stated in the notice or waivers of notice of the meeting.

                  SECTION 2.2. Voting List. 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 for each class of stock, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be opened to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice, or if not so specified, at the place where the

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meeting is to be held. 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.

                  SECTION 2.3. Annual Meetings. An annual meeting of the
stockholders, for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, within or without the State of Delaware,
on such date, and at such time as the Board of Directors shall fix each year and
set forth in the notice of the meeting, which date shall be within 13 months
subsequent to the later of the date of incorporation or the last annual meeting
of stockholders.

                  SECTION 2.4. Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the Chairman of
the Board (if any), by the Chief Executive Officer, or by written order of a
majority of the directors, but such special meetings may not be called by any
other person or persons. The Chairman, Chief Executive Officer, or directors so
calling any such meeting shall fix the date and time of, and the place (either
within or without the State of Delaware) for, the meeting.

                  SECTION 2.5. Notice of Meeting. Written notice of the annual,
and each special meeting of stockholders, stating the place, date and hour and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given to each stockholder entitled to vote thereat, not less
than ten nor more than 60 days before the meeting. Such notice may be delivered
either personally or by mail. 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 2.6. Quorum. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at any meeting of stockholders
for the transaction of business except as otherwise provided by statute or by
the Certificate of Incorporation. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

                  Notwithstanding the other provisions of the Certificate of
Incorporation or these by-laws, the chairman of the meeting or the holders of a
majority of the shares of such stock, present in person or represented by proxy,
although not constituting a quorum, shall have power to adjourn, postpone, or
recess the meeting from time to time, without notice other than announcement at
the meeting of the time and place of the adjourned, postponed, or recessed
meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. 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.

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                  SECTION 2.7. Voting. When a quorum is present at any meeting
of the stockholders, 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, of the Certificate of Incorporation or of these
by-laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. Where a separate vote by
class is required, the affirmative vote of the majority of shares of such class
present in person or represented by proxy at the meeting shall be the act of
such class. Every stockholder having the right to vote at a meeting of
stockholders or to express consent or dissent to a corporate action in writing
without a meeting shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder, bearing a date not more
than three years prior to voting, unless such instrument provides for a longer
period, and filed with the Secretary of the Corporation, or such other officer
as the Board of Directors may from time to time determine by resolution, before,
or at the time of, the meeting.

                  All proxies shall be received and taken charge of and all
ballots shall be received and canvassed by the secretary of the meeting who
shall decide all questions touching upon the qualification of voters, the
validity of the proxies, and the acceptance or rejection of votes, unless an
inspector or inspectors shall have been appointed by the chairman of the
meeting, in which event such inspector or inspectors shall decide all such
questions. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and coupled with an interest sufficient in law to support an
irrevocable power. If such instrument shall designate two or more persons to act
as proxies, unless such instrument shall provide the contrary, a majority of
such persons present at any meeting at which their powers thereunder are to be
exercised shall have and may exercise all the powers of voting or giving
consents thereby conferred, or if only one be present, then such powers may be
exercised by that one, or, if an even number attend and a majority do not agree
on any particular issue, each proxy so attending shall be entitled to exercise
such powers in respect of the same portion of the shares as he is of the proxies
representing such shares.

                  SECTION 2.8. Voting of Stock of Certain Holders; Elections;
Inspectors. Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or in the absence of such provision, as the Board of
Directors of such corporation may determine. Shares standing in the name of a
deceased person may be voted by the executor or administrator of such deceased
person, either in person or by proxy. Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in person or by
proxy, but no fiduciary shall be entitled to vote shares held in such fiduciary
capacity without a transfer of such shares into the name of such fiduciary.
Shares standing in the name of a receiver may be voted by such receiver. A
stockholder whose shares are pledged shall be entitled to vote such shares,
unless in the transfer by the pledgor on the books of the Corporation, he has
expressly empowered the pledgee to vote thereon, in which case only the pledgee,
or his proxy, may represent the stock and vote thereon.


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                  If shares or other securities having voting power stand of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:

                  (a)      If only one votes, his act binds all;

                  (b)      If more than one vote, the act of the majority so
                           voting binds all;

                  (c) If more than one vote, but the vote is evenly split on any
         particular matter, each fraction may vote the securities in question
         proportionally, or any person voting the shares, or a beneficiary, if
         any, may apply to the Court of Chancery or such other court as may have
         jurisdiction to appoint an additional person to act with the persons so
         voting the shares, which shall then be voted as determined by a
         majority of such persons and the person appointed by the Court. If the
         instrument so filed shows that any such tenancy is held in unequal
         interests, a majority or even-split for the purpose of this subsection
         shall be a majority or even-split in interest.

                  All voting of stockholders shall be taken by written ballots,
each of which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for the
meeting. At any meeting at which a vote is taken by ballots, the chairman of the
meeting may appoint one or more inspectors, each of whom shall subscribe an oath
or affirmation to execute faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. Such
inspector shall receive the ballots, count the votes and make and sign a
certificate of the result thereof. The chairman of the meeting may appoint any
person to serve as inspector, except no candidate for the office of director
shall be appointed as inspector.

                  Unless otherwise provided in the Certificate of Incorporation,
cumulative voting for the election of directors shall be prohibited.


                  SECTION 2.9. Conduct of Meeting. The meetings of the
stockholders shall be presided over by the Chairman of the Board (if any), or if
he is not present, by the Vice Chairman of the Board (if any, but if there is
more than one, the Vice Chairman who is senior in terms of time as such), or if
neither the Chairman of the Board (if any) nor the Vice Chairman of the Board
(if any) is present, by the President, or if neither the Chairman of the Board
(if any), the Vice Chairman of the Board (if any) nor President is present, by a
chairman elected at the meeting. The Secretary of the Corporation, if present,
shall act as secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act; if neither the Secretary nor an Assistant Secretary is
present, then a secretary shall be appointed by the chairman of the meeting. The
chairman of any



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meeting of stockholders shall determine the order of business and the procedure
at the meeting, including such regulation of the manner of voting and the
conduct of discussion as seem to him in order. Unless the chairman of the
meeting of stockholders shall otherwise determine, the order of business shall
be as follows:

         (a)      Calling of meeting to order.

         (b)      Election of a chairman and the appointment of a secretary if
                  necessary.

         (c)      Presentation of proof of the due calling of the meeting.

         (d)      Presentation and examination of proxies and determination of a
                  quorum.

         (e)      Reading and settlement of the minutes of the previous meeting.

         (f)      Reports of officers and committees.

         (g)      The election of directors if an annual meeting, or a meeting
                  called for that purpose.

         (h)      Unfinished business.

         (i)      New business.

         (j)      Adjournment.

                  SECTION 2.10. Treasury Stock. The Corporation shall not vote,
directly or indirectly, shares of its own stock owned by it; and such shares
shall not be counted in determining the total number of outstanding shares.

                  SECTION 2.11. Fixing Record Date. The Board of Directors may
fix in advance a date, not exceeding 60 days preceding the date of any meeting
of stockholders or any adjournment thereof, or the date for payment of any
dividend or distribution, or the date for the allotment of rights, or the date
when any change, or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining express consent to corporate
action in writing without a meeting, as a record date for the determination of
the stockholders entitled to notice of or to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of such dividend or
distribution, or to receive any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, any such meeting and any adjournment
thereof, or to receive payment of such dividends or distribution, or to receive
such allotment of rights, or to exercise such rights, or to give such consent,
as the case may be, notwithstanding any transfer of any stock on the books of
the corporation after any such record dated 


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fixed as aforesaid. With respect to a meeting of stockholders, the record date
shall not be less than ten days before the date of such meeting.

                  If the Board of Directors does not fix a record date for any
meeting of the stockholders, the record date for determining stockholders
entitled to notice of or to vote at such meeting shall be at the close of
business on the day next preceding the day on which notice is given, or, if in
accordance with Section 5.2 of these by-laws notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  SECTION 2.12. Stockholder Proposals. At an annual or special
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 or special meeting business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Chairman
of the Board, the President, or the Board of Directors, (b) otherwise properly
brought before the meeting by or at the direction of the Chairman of the Board,
the President, or the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder.

         No proposal by a stockholder shall be presented at an annual or special
meeting of stockholders unless such stockholder shall provide the Board of
Directors or the Secretary of the Corporation with timely written notice of
intention to present a proposal for action at the forthcoming meeting of
stockholders, which notice shall include (a) the name and address of such
stockholder, (b) the number of voting securities he or she holds of record and
which he or she holds beneficially, (c) the text of the proposal to be presented
at the meeting, (d) a statement in support of the proposal, and (e) any material
interest of the stockholder in such proposal. To be timely, a stockholder's
notice with respect to an annual meeting of stockholders must be delivered to or
mailed and received at the principal executive offices of the Corporation, not
less than 120 days nor more than 150 days in advance of the date the
Corporation's proxy statement was released to stockholders in connection with
the previous year's annual meeting of stockholders; provided, however, that if
no annual meeting was held the previous year or the date of the annual meeting
has been changed by more than 30 calendar days from the date contemplated at the
time of the previous year's proxy statement, notice by the stockholder to be
timely must be so received at least 80 days prior to the date the Corporation
intends to distribute its proxy statement with respect to such meeting. To be
timely, a stockholder's notice with respect to a special meeting must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the fifth (5th) day following the day on which such notice
of the date of


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the special meeting was mailed or such public disclosure was made. Any
stockholder may make any other proposal at an annual or special meeting of
stockholders and the same may be discussed and considered, but unless stated in
writing and filed with the Board of Directors or the Secretary prior to the date
set forth above, no action with respect to such proposal shall be taken at such
meeting and such proposal shall be laid over for action at an adjourned,
special, or annual meeting of the stockholders taking place no earlier than 120
days after such meeting.

         This provision shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors, and
committees; but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as provided in this Section
2.12. Notwithstanding anything in the by-laws to the contrary, no business shall
be conducted at any annual or special meeting except in accordance with the
procedures set forth in this Section 2.12. The chairman of the annual meeting or
a special 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 2.12, 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.

         Notwithstanding any other provision of these by-laws, the Corporation
shall be under no obligation to include any stockholder proposal in its proxy
statement materials or otherwise present any such proposal to stockholders at a
special or annual meeting of stockholders if the Board of Directors reasonably
believes the proponents thereof have not complied with Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, and the Corporation shall not be required to include in
its proxy statement material to stockholders any stockholder proposal not
required to be included in its proxy material to stockholders in accordance with
such Act, rules, or regulations.

                  SECTION 2.13. Nomination of Directors. Only persons who are
nominated in accordance with the procedures of this Section 2.13 shall be
eligible for election as directors. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or by any stockholder entitled to vote in the
election of directors generally who complies with the notice procedures set
forth in this Section 2.13. Any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as a director
at a meeting only if timely written notice of such stockholder's intent to make
such nomination or nominations has been given, either by personal delivery or by
U.S. mail, first class postage prepaid, return receipt requested, to the
Secretary of the Corporation.

         To be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
120 days nor more than 150 days in advance of the date the Corporation's proxy
statement was released to stockholders in connection with the previous year's
annual meeting of stockholders; provided, however, that if no annual


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meeting was held the previous year or the date of the annual meeting has been
changed by more than 30 calendar days from the date contemplated at the time of
the previous year's proxy statement, notice by the stockholder to be timely must
be so received at least 80 days prior to the date the Corporation intends to
distribute its proxy statement with respect to such meeting. Each such notice
shall set forth: (a) the name and address of the stockholder who intends to make
the nomination, (b) the name, age, business address, and home address of the
person or persons to be nominated; (c) the principal occupation of the person or
persons nominated; (d) 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 and intends to appear at the
meeting to nominate the person or persons specified in the notice; (e) a
description of all arrangements or understandings between the 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; (f) 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 rules of the Securities and Exchange Commission, had the nominee
been nominated, or intended to be nominated, by the Board of Directors; and (g)
the consent of each nominee to serve as a director of the Corporation if so
elected. At the request of the Board of Directors any person nominated by the
Board of Directors for election as a director shall furnish to the Secretary of
the Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.

         No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 2.13. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the by-laws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.


                                   ARTICLE III

                               BOARD OF DIRECTORS

                  SECTION 3.1. Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Certificate of Incorporation
or by these by-laws directed or required to be exercised or done by the
stockholders.

                  SECTION 3.2. Number, Election and Term. Except as otherwise
provided in the Certificate of Incorporation relating to the rights of the
holders of any class or series of Preferred Stock, voting separately by class or
series, to elect additional directors under specified circumstances, the number
of directors of the Corporation shall initially be the number specified in the
Certificate of Incorporation, and subject to the following sentence, such number
may be


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increased or decreased by a resolution duly adopted by the Board of Directors.
Unless approved by at least two-thirds of the incumbent directors, the number of
directors which shall constitute the whole Board of Directors shall be no fewer
than three and no more than nine. Unless otherwise provided in the Certificate
of Incorporation, directors need not be residents of Delaware or stockholders of
the Corporation.

         Commencing with the election of directors at the 1995 annual meeting of
stockholders, the directors, other than those who may be elected by the holders
of any class or series of Preferred Stock, voting separately by class or series,
shall be classified, with respect to the time for which they severally hold
office, into three classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible, as shall be provided in a resolution duly
adopted by the Board of Directors. Each initial director in Class I shall hold
office for a term expiring at the 1996 annual meeting of stockholders; each
initial director of Class II shall hold office initially for a term expiring at
the 1997 annual meeting of stockholders; and each initial director of Class III
shall hold office for a term expiring at the 1998 annual meeting of
stockholders. Notwithstanding the foregoing provision of this Article, each
director shall serve until his successor is duly elected and qualified or until
his earlier death, resignation or removal. At each annual meeting of
stockholders following the 1995 annual meeting, the successors to 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 and until their successors have been duly
elected and qualified or until their earlier death, resignation or removal.

                  SECTION 3.3. Vacancies, Additional Directors and Removal From
Office. Except as otherwise provided pursuant to the provisions of the
Certificate of Incorporation relating to the rights of the holders of any class
or series of Preferred Stock, voting separately by class or series, to elect
directors under specified circumstances, any director or directors may be
removed from office at any time, with or without cause but only by the
affirmative vote, at any regular meeting or special meeting (as the case may be)
of the Board of Directors or of the stockholders, of not less than two-thirds of
the incumbent members of the Board of Directors (not taking into account the
directors being removed) or two-thirds of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, but
only if notice of such proposal was contained in the notice of such meeting.

         In the event of any increase or decrease in the authorized number of
directors, the newly created or eliminated directorships resulting from such
increase or decrease shall be appointed or determined by the Board of Directors
among the three classes of directors so as to maintain such classes as nearly
equally as possible. Vacancies in the Board of Directors, however caused, and
newly-created directorships shall be filled solely by a majority vote of the
directors then in office, whether or not a quorum, and any director so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of the class to which the director has been chose expires and
when the director's successor is elected and qualified, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.



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                  SECTION 3.4. Regular Meeting. A regular meeting of the Board
of Directors shall be held each year, without notice other than this by-law, at
the place of, and immediately following, the annual meeting of stockholders if a
quorum is present; and other regular meetings of the Board of Directors shall be
held each year, at such time and place as the Board of Directors may provide, by
resolution, either within or without the State of Delaware, without notice other
than such resolution.

                  SECTION 3.5. Special Meeting. A special meeting of the Board
of Directors may be called by the Chairman of the Board (if any) or by the Chief
Executive Officer and shall be called by the Secretary on the written request of
any two directors. The Chairman or Chief Executive Officer so calling, or the
directors so requesting, any such meeting shall fix the time and place, either
within or without the State of Delaware, of holding such meeting.

                  SECTION 3.6. Notice of Special Meeting. Personal written,
telegraphic, cable or wireless notice of special meetings of the Board of
Directors shall be given to each director at least 24 hours prior to the time of
such meeting. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

                  SECTION 3.7. Place of Meetings; Order of Business. The
directors may hold their meetings and may have an office and keep the books of
the Corporation, except as otherwise provided by law, in such place or places,
within or without the State of Delaware, as the Board of Directors may from time
to time determine by resolution. The Chairman of the Board shall preside at all
meetings of the Board of Directors. In the absence of the Chairman of the Board,
a Chairman shall be elected from the directors present. The Secretary of the
Corporation shall act as Secretary of all meetings of the directors; but in the
absence of the Secretary, the Chairman may appoint any person to act as
Secretary of the meeting. At all meetings of the Board of Directors business
shall be transacted in such order as shall from time to time be determined by
the Chairman of the Board, or in his absence by the director elected as chairman
of the meeting.


                  SECTION 3.8. Quorum and Participation. A majority of the Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act 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. Members of the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee, as the case may be, 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 shall constitute presence in
person and attendance at such meeting, except where a person participates in the


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meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened. 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.

                  SECTION 3.9. Presumption of Assent. A director who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof. Such right to dissent shall not apply to
a director who voted in favor of such action.

                  SECTION 3.10. Action Without 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 as provided in Article IV of these by-laws, may be
taken without a meeting, if a written consent thereto is signed by all members
of the Board or of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or committee. Such consent
shall have the same force and effect as a unanimous vote at a meeting, and may
be stated as such in any document or instrument filed with the Secretary of
State of Delaware.

                  SECTION 3.11. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority to
fix the compensation of directors. No provision of these by-laws shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

                  SECTION 3.12. Approval or Ratification of Acts or Contracts by
Stockholders. The Board of Directors in its discretion may submit any act or
contract for approval or ratification at any annual meeting of the stockholders,
or at any special meeting of the stockholders called for the purpose of
considering any such act or contract, and any act or contract that shall be
approved or be ratified by the vote of the stockholders holding a majority of
the issued and outstanding shares of stock of the Corporation entitled to vote
and present in person or by proxy at such meeting (provided that a quorum is
present), shall be as valid and as binding upon the Corporation and upon all the
stockholders as if it has been approved or ratified by every stockholder of the
Corporation. In addition, any such act or contract may be approved or ratified
by the written consent of stockholders holding a majority of the issued and
outstanding shares of capital stock of the Corporation entitled to vote and such
consent shall be as valid and as binding upon the Corporation and upon all the
stockholders as if it had been approved or ratified by every stockholder of the
Corporation.


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                                   ARTICLE IV

                             COMMITTEES OF DIRECTORS


                  SECTION 4.1. Designation, Powers and Name. The Board of
Directors shall designate a Nominating and Governance Committee, a Compensation
Committee, and an Audit Committee and may, by resolution passed by a majority of
the whole Board, designate one or more other committees, each such committee to
consist of one or more of the directors of the Corporation. Any such designated
committee shall have and may exercise such of the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation as may be provided in these by-laws or such resolution. Any such
designated committee may authorize the seal of the Corporation to be affixed to
all papers which may require it. No such committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided by statute, fix the designation and any of the preferences or rights
of such shares relating to dividends, redemption, dissolution, any distribution
of assets of the Corporation or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other series of the same
or any other class or classes of stock of the Corporation or fix the number of
shares of any series of stock or authorize the increase or decrease of the
shares of any series), 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, by-laws,
or Certificate of Incorporation expressly so provide, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger. 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 such committee.
In the absence or disqualification of any member of such committee or
committees, 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. Such committee
or committees shall have such name or names and such limitations of authority as
may be determined from time to time by the By-laws, by the Charter for such
committee adopted by the Board of Directors, or by a resolution adopted by the
Board of Directors.


                  SECTION 4.2. Procedure; Meetings; Quorum. Any committee
designated pursuant to Section 4.1 shall keep regular minutes of its proceedings
and report the same to the Board of Directors when requested, shall fix its own
rules or procedures to the extent not


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otherwise set forth in the Charter or resolution with respect to such committee
adopted by the Board of Directors, and shall meet at such times and at such
place or places as may be provided by such rules, by the Charter for such
committee adopted by the Board of Directors, or by resolution of such committee
or resolution of the Board of Directors. At every meeting of any such committee,
the presence of a majority of all the members thereof shall constitute a quorum
and the affirmative vote of a majority of the members present shall be necessary
for the adoption by it of any resolution. Unless otherwise restricted by the
Certificate of Incorporation or by these by-laws, the members of any committee
designated by these by-laws or the Board of Directors, may participate in a
meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting may hear each other, and such participation shall constitute presence in
person at such 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 any committee of the Board of Directors may be taken without a
meeting if all members of such committee consent thereto in writing and the
writing or writings are filed with the minutes of the proceedings of the
committee.

                  SECTION 4.3. Compensation. Members of special or standing
committees may be allowed compensation for attending committee meetings, if the
Board of Directors shall so determine.


                                    ARTICLE V

                                     NOTICE


                  SECTION 5.1. Methods of Giving Notice. Whenever under the
provisions of the statutes, the Certificate of Incorporation or these by-laws,
notice is required to be given to any director, member of any committee or
stockholder, such notice shall be in writing and delivered personally or mailed
to such director, member or stockholder; provided that in the case of a director
or a member of any committee such notice may be given orally or by telephone,
telegram, telegraphic, cable or wireless transmission. If mailed, notice to a
director, member of a committee or stockholder shall be deemed to be given when
deposited in the United States mail first class in a sealed envelope, with
postage therein prepaid, addressed, in the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the records of the
corporation or, in the case of a director or a member of a committee, to such
person at his business address. If sent by telegram, notice to a director or
member of a committee shall be deemed to be given when the telegram, so
addressed, is delivered to the telegraph company. Notice shall be deemed to have
been given on the date of any telegraphic, cable or wireless transmission.

                  SECTION 5.2. Written Waiver. Whenever any notice is required
to be given under the provisions of the statutes, the Certificate of
Incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after


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the time stated therein, shall be deemed equivalent thereto. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
or the by-laws.


                                   ARTICLE VI

                                    OFFICERS


                  SECTION 6.1. Officers. The officers of the Corporation shall
be a Chairman of the Board, one or more Vice Chairmen of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents, any one or more of
which may be designated Executive Vice President or Senior Vice President, a
Secretary, a Controller, and such other officers as the Board of Directors may
elect or appoint. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant
Controllers, 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 by the Board. Any two or more offices, may be held by the same person
unless the Certificate of Incorporation provides otherwise. No officer shall
execute, acknowledge, verify or countersign any instrument on behalf of the
Corporation in more than one capacity, if such instrument is required by law, by
these by-laws or by any act of the Corporation to be executed, acknowledged,
verified or countersigned by two or more officers. The Chairman of the Board
shall be elected from among the directors. With the foregoing exceptions, none
of the other officers need be a director, and none of the officers need be a
stockholder of the Corporation.

                  SECTION 6.2. Term of Office. Each officer shall hold office
until his successor shall have been chosen and shall have qualified or until his
death or the effective date of his resignation or removal, or until he shall
cease to be a director in the case of the Chairman and Vice Chairman.

                  SECTION 6.3. Removal and Resignation. Any officer or agent
elected or appointed by the Board of Directors may be removed, with or without
cause, by the affirmative vote of a majority of the Board of Directors whenever,
in its judgment, the best interests of the Corporation shall be served thereby,
but such removal shall be without prejudice to the contractual rights, if any,
of the person so removed. Election or appointment of an officer or agent shall
not of itself create contract rights. Any officer may resign at any time by
giving written notice to the Corporation. Any such resignation shall take effect
at the date of the receipt of such notice or at


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any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  SECTION 6.4. Vacancies. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.

                  SECTION 6.5. Salaries. The salaries of all officers and agents
of the Corporation shall be fixed by the Board of Directors or pursuant to its
direction; no officer shall be prevented from receiving such salary by reason of
his also being a director.

                  SECTION 6.6. Chairman of the Board. The Chairman of the Board
(if such office is created by the Board) shall have all powers and shall perform
all duties incident to the office of Chairman of the Board. The Chairman shall
preside at all meetings of the Board of Directors or of the stockholders of the
Corporation. In the Chairman's absence, such duties shall be attended to by the
Vice Chairman of the Board (if any, but if there is more than one, the Vice
Chairman who is senior in terms of time as such) or (if there is no Vice
Chairman) by the President. The Chairman shall formulate and submit to the Board
of Directors or the Executive Committee (if any) matters of general policy of
the Corporation and shall have such other powers and perform such other duties
as usually appertain to the office or as may be prescribed by the Board of
Directors or the executive committee. The Chairman of the Board may hold such
other offices as the Board of Directors may determine.

                  SECTION 6.7. Vice Chairmen of the Board. In the absence of the
Chairman of the Board, or in the event of his inability or refusal to act, the
Vice Chairman (if any, but if there is more than one, the Vice Chairman who is
senior in terms of time as such) shall perform the duties and exercise the
powers of the Chairman of the Board, and when acting shall have all the powers
of and be subject to all the restriction upon the Chairman of the Board. In the
absence of the Chairman of the Board, such Vice Chairman shall preside at all
meetings of the Board of Directors or of the stockholders of the Corporation. In
the Chairman's and Vice Chairmen's absence, such duties shall be attended to by
the President. The Vice Chairmen shall perform such other duties, and shall have
such other powers, as from time to time may be assigned to them by the Board of
Directors or the Executive Committee (if any).

                  SECTION 6.8 Chief Executive Officer. The Chief Executive
Officer shall be the chief executive officer of the Corporation and, subject to
the control of the Board of Directors, shall in general manage, supervise, and
control the properties, business, and affairs of the Corporation with all such
powers as may be reasonably incident to such responsibilities. Unless the Board
of Directors otherwise determines, the Chief Executive Officer shall have the
authority to agree upon and execute all leases, contracts, evidences of
indebtedness, and other obligations in the name of the Corporation. In the
absence of the Chairman of the Board, the Chief Executive Officer shall preside
at all meetings of the Stockholders and (should he be a director) of the Board
of Directors. He may also preside at any such meeting attended by the Chairman
of the Board if


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he is so designated by the Chairman. He shall have the power to appoint and
remove subordinate officers, agents, and employees, except those elected or
appointed by the Board of Directors. The Chief Executive Officer shall keep the
Board of Directors and the Executive Committee fully informed and shall consult
them concerning the business of the Corporation. He shall perform all other
duties normally incident to the office of Chief Executive Officer and such other
duties, and shall have such other powers, as may be prescribed by the
stockholders, the Board of Directors or the Executive Committee (if any) from
time to time.

                  SECTION 6.9 President. The President shall be the chief
operating officer of the Corporation and, subject to the control of the Chief
Executive Officer and the Board of Directors, shall in general manage, supervise
and control the properties, business and day-to-day affairs of the Corporation
with all such powers as may be reasonably incident to such responsibilities. In
the absence of the Chief Executive Officer, or in the event of his inability or
refusal to act, the President shall perform the duties and exercise the powers
of the Chief Executive Officer. In the absence of the Chairman of the Board and
the Chief Executive Officer, the President shall preside at all meetings of the
Stockholders and (should he be a director) of the Board of Directors. He may
also preside at any such meeting attended by the Chairman of the Board if he is
so designated by the Chairman. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. Unless the Board of Directors otherwise determines, the
President shall have the authority to agree upon and execute all leases,
contracts, evidences of indebtedness, and other obligations in the name of the
Corporation. The President shall keep the Board of Directors, the Executive
Committee, and the Chief Executive Officer fully informed and shall consult them
concerning the business of the Corporation. He shall vote, or give a proxy to
any other officer of the Corporation to vote all shares of stock of any other
corporation standing in the name of the Corporation and shall exercise any and
all rights and powers which this Corporation may possess by reason of its
ownership of securities in such other corporation; provided that the Board of
Directors may from time to time, by resolution, confer like powers upon any
other person or persons. In general the President shall have all powers and
shall perform all other duties normally incident to the office of President and
such other duties, and shall have such other powers, as may be prescribed by
these by-laws, the Board of Directors, or the Executive Committee (if any) from
time to time. In the discretion of the Board of Directors, the President may
also serve as chief executive officer of the Corporation.

                  SECTION 6.10. Vice Presidents. The Board of Directors may
appoint such Vice Presidents, including, Executive or Senior Vice Presidents, as
it may determine to be in the best interests of the Corporation. In the absence
of the President, or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there shall be no Vice President
designated Executive Vice President, any Vice President designated by the Board)
shall perform the duties and exercise the powers of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. In the absence of a designation by the Board of Directors of a
Vice President to perform the duties of the President, or in the event of his
absence or inability or refusal to act, the Vice President who is present and
who is senior in terms of time as a Vice President of the Corporation shall so
act. Any Vice President may sign, 


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with the Secretary or Assistant Secretary, certificates for shares of the
Corporation. Each Vice President shall perform all duties incident to the office
of Vice President and shall have such powers and perform such other duties, as
from time to time may be assigned to him by these by-laws or by the Chief
Executive Officer, the President, the Board of Directors, or the Executive
Committee (if any).

                  SECTION 6.11. Secretary. The Secretary shall (a) keep the
minutes of the meetings of the stockholders, the Board of Directors, and
committees of directors; (b) see that all notices are duly given in accordance
with the provisions of these by-laws and as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation, and see that the seal
of the Corporation or a facsimile thereof is affixed to all certificates for
shares prior to the issue thereof and to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized in accordance
with the provisions of these by-laws and attest the affixation of the seal of
the Corporation thereto; (d) keep or cause to be kept a register of the post
office address of each stockholder which shall be furnished by such stockholder;
(e) sign with the President, or an Executive Vice President or Vice President,
certificates for shares of the Corporation, the issue of which shall have been
authorized by resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the Corporation; and (g) in general, shall have such
other powers and shall perform all duties normally incident to the office of
Secretary and such other duties, and shall have such other powers, as from time
to time may be assigned to him by these by-laws, the Chief Executive Officer,
the President, the Board of Directors, or the Executive Committee (if any).

                  SECTION 6.12. Controller. The Controller shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation; receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever and deposit all such moneys in the name
of the Corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with the provisions of Section 7.3 of these
by-laws; (b) prepare, or cause to be prepared, for submission at each regular
meeting of the Board of Directors, at each annual meeting of the stockholders,
and at such other times as may be required by the Board of Directors, the
President or the executive committee (if any), a statement of financial
condition of the Corporation in such detail as may be required; and (c) in
general, shall have all powers and shall perform all the duties incident to the
office of Controller and such other duties, and shall have such other powers, as
from time to time may be assigned to him by these by-laws, the Chief Executive
Officer, the President, the Board of Directors, or the Executive Committee (if
any). If required by the Board of Directors, the Controller shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.

                  SECTION 6.13. Assistant Secretary or Controller. The Assistant
Secretaries and Assistant Controllers shall, in general, perform such duties and
have such powers as shall be assigned to them by the Secretary or the
Controller, respectively, or by the Chief Executive Officer, the President, the
Board of Directors or the Executive Committee. The Assistant Secretaries and
Assistant Controller shall, in the absence or inability or refusal to act of the


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Secretary or Controller, respectively, perform all functions and duties which
such absent officers may delegate, but such delegation shall not relieve the
absent officer from the responsibilities and liabilities of his office. The
Assistant Secretaries may sign, with the President or a Vice President,
certificates for shares of the Corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Controllers
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine.


                                   ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

                  SECTION 7.1. Contracts. Except as otherwise provided in these
by-laws or by law or as otherwise directed by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President, and Vice
President, or the Secretary shall be authorized to execute and deliver, in the
and on behalf of the Corporation, all agreements, bonds, contracts, deeds,
mortgages, and other instruments, either for the Corporation's own account or in
a fiduciary or other capacity, and the seal of the Corporation, if appropriate
shall be affixed thereto by any such officer or the Secretary or an Assistant
Secretary. The Board of Directors, the Chairman of the Board, the Chief
Executive Officer, or the President or, if designated by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer, or the President, any
Vice President or the Secretary, may authorize any other officer, employee, or
agent to execute and deliver, in the name and on behalf of the Corporation,
agreements, bonds, contracts, deeds, mortgages, and other instruments, either
for the Corporation's own account or in a fiduciary or other capacity, and, if
appropriate, to affix the seal of the Corporation thereto. The grant of such
authority by the Board of Directors or any such officer may be general or
confined to specific conditions. Subject to the foregoing provisions, the Board
of Directors may authorize any officer, officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances.

                  SECTION 7.2. Checks, Etc. All checks, demands, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed and, if so required by the Board
of Directors, shall be countersigned by such officer or officers or such agent
or agents of the Corporation, and in such manner, as shall be determined by the
Board of Directors.

                  SECTION 7.3. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board of
Directors may select. Checks, drafts, bills of exchange, acceptances, notes,
obligations, and orders for payment of money made payable to the Corporation


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may be endorsed for deposit to the credit of the Corporation with a duly
authorized depositary by the Controller and/or such other officers or persons as
the Board of Directors from time to time may designate.

                  SECTION 7.4. Loans. No loans and no renewals of any loans
shall be contracted on behalf of the Corporation except as authorized by the
Board of Directors. When authorized so to do, any officer or agent of the
Corporation may effect loans and advances for the Corporation from any bank,
trust company, or other institution or from any individual, corporation, or
firm, and for such loans and advances may make, execute, and deliver promissory
notes, bonds, or other evidences of indebtedness of the Corporation. When
authorized so to do, any officer or agent of the Corporation may pledge,
hypothecate, or transfer as security for the payment of any and all loans,
advances, indebtedness, and liabilities of the Corporation, any and all stocks,
securities, and other real or personal property at any time held by the
Corporation and to that end may endorse, assign, and deliver same. Such
authority may be general or confined to specific instances.



                                  ARTICLE VIII

                              CERTIFICATES OF STOCK


                  SECTION 8.1. Issuance. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors may provide by
resolution that some or all classes or series of the Corporation's stock may be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered. Notwithstanding the
adoption of such a resolution by the Board of Directors, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to a certificate or certificates showing the number of
shares of stock registered in his name on the books of the Corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the Corporation as they are issued. They shall exhibit the holder's name and
number of shares (and if the stock of the Corporation shall be divided into
classes or series, the class or series of such shares) and shall be signed by
the Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and by the Secretary or an Assistant Secretary or the Controller or
Assistant Controller. Any of or all of the signatures on the certificate may be
facsimiles. The stock record books and the blank stock certificate books shall
be kept by the Secretary, or at the office of such transfer agent or transfer
agents as the Board of Directors may from time to time by resolution determine.
In case any officer, transfer agent or registrar who shall have signed or whose
facsimile signature or signatures shall have been placed upon any such
certificate or certificates shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued by the Corporation, such
certificate may nevertheless be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.


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                  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 qualifications, 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 of stock; provided that, except as otherwise
provided by statute, 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 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. Within a reasonable time after
the issuance of transfer of uncertificated stock, the Corporation shall send to
the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to this Section 8.1
or otherwise required by statute or with respect to this Section 8.1 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. Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated stock and the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.

                  All certificates surrendered to the corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, stolen, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and with such
indemnity, if any, to the Corporation as the Board of Directors may prescribe.
Certificates shall not be issued representing fractional shares of stock.

                  SECTION 8.2. Lost Certificates. The Board of Directors may
direct a new certificate of stock or uncertificated shares to be issued in place
of any certificate 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 his
legal representative, to advertise the same in such manner as it shall require
or to give the Corporation a bond in such sum as it may deem sufficient to
indemnify it against any claim that may be made against the Corporation on
account of the alleged loss, theft or destructions of any such certificate or
the issuance of such new certificate or uncertificated shares, or both.




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                  SECTION 8.3. Transfers. 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, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and register the
transaction upon its books. Upon presentation to the Corporation or the transfer
agent of the Corporation of an instruction with a request to transfer, pledge or
release an uncertificated share or shares, it shall be the duty of the
Corporation to register the transfer, pledge or release upon its books, and
shall provide the registered owner with such notices as may be required by law.
Transfers of shares shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney and filed with the Secretary of the Corporation or the transfer agent.

                  SECTION 8.4. Registered Stockholders. The Corporation shall be
entitled to treat the registered owner of any share or shares of stock whether
certificated or uncertificated as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Delaware.

                  SECTION 8.5. Regulations Regarding Certificates. The Board of
Directors shall have the power and authority to make all such rules and
regulations as they may deem expedient concerning the issue, transfer and
registration or the replacement of certificates for shares of capital stock of
the Corporation.


                                   ARTICLE IX

                                    DIVIDENDS

                  SECTION 9.1. Declaration. 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 capital stock, subject to the provisions of the Certificate of
Incorporation.

                  SECTION 9.2. Reserve. 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 Board of Directors from time to time, in its absolute
discretion, shall think proper as a reserve or reserves to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.



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                                    ARTICLE X

                                 INDEMNIFICATION

                  SECTION 10.1. Third Party Actions. This Corporation shall, to
the maximum extent permitted from time to time under the law of the State of
Delaware, indemnify and upon request shall advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative (other than an action by or in the name of the
Corporation) by reason of the fact that such person is or was or has agreed to
be a director, officer, employee, or agent of this Corporation or any of its
direct or indirect subsidiaries or while such person is or was serving at the
request of this Corporation as a director, officer, partner, trustee, employee
or agent of any corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, against
expenses (including attorney's fees and expenses), judgments, fines, penalties
and amounts paid in settlement actually and reasonably incurred in connection
with the investigation, preparation to defend or defense of such action, suit,
proceeding or claim if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interest of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful; provided,
however, that the foregoing shall not require this Corporation to indemnify or
advance expenses to any person in connection with any action, suit, proceeding,
claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-laws, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this Section 10.1 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established.

                  SECTION 10.2. Actions By or in the Right of the Corporation.
This Corporation shall, to the maximum extent permitted from time to time under
the law of the State of Delaware, indemnify and upon request shall advance
expenses to any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim by or
on the right of the Corporation to procure a judgment in its favor by reason of
the fact that such person is or was or has agreed to be a director, officer,
employee, or agent of this Corporation or any of its direct or indirect
subsidiaries or while such person is or was serving at the request of this
Corporation as a director, officer, partner, trustee, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, against expenses (including
attorney's fees and expenses), judgments, fines, penalties and amounts paid in
settlement actually and reasonably incurred in connection with the
investigation, preparation to defend or defense of such action, suit, proceeding
or claim if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
Corporation, and except that no indemnification shall be made


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with respect to any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper. Such indemnification
shall not be exclusive of other indemnification rights arising under any
by-laws, agreement, vote of directors or stockholders or otherwise and shall
inure to the benefit of the heirs and legal representatives of such person. Any
person seeking indemnification under this Section 10.2 shall be deemed to have
met the standard of conduct required for such indemnification unless the
contrary shall be established.

                  SECTION 10.3. Successful Defense. To the extent that a
director, officer, employee, or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit, or proceeding referred
to in Sections 10.1 or 10.2 or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonable incurred by him in connection therewith.

                  SECTION 10.4. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article X of the by-laws.

                  SECTION 10.5. Definitions. For purposes of this Article X,
reference to the "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence has continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article X with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.

                  For purposes of this Article X, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in


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good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article X.

                  SECTION 10.6. Survival; Preservation of Other Rights. The
foregoing indemnification provisions shall be deemed to be a contract between
the Corporation and each director, officer, employee, and agent who serves in
any such capacity at any time while these provisions as well as relevant
provisions of the Delaware General Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit, or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a contract right may not be
modified retroactively without the consent of such director, officer, employee,
or agent.

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


                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.1. Seal. The Board of Directors may provide a
suitable seal, containing the name of the corporation, and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                  SECTION 11.2. Books. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors.

                  SECTION 11.3. Fiscal Year. The fiscal year of the Corporation
shall be such as established from time to time by the Board of Directors.

                  SECTION 11.4. Resignations. Any director, member of a
committee, or officer may resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or if no time be
specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective, unless
expressly so provided in the resignation.




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                  SECTION 11.5. Facsimile Signatures. In addition to the
provisions for the use of facsimile signatures elsewhere specifically authorized
in these by-laws, facsimile signatures of any officer or officers of the
Corporation may be used whenever and as authorized by the Board of Directors.

                  SECTION 11.6. Reliance upon Books, Reports and Records. Each
director and each member of any committee designated by the Board of Directors
shall, in the performance of his duties, be fully protected in relying in good
faith upon the books of account or reports made to the Corporation by any of its
officers, or by an independent certified public accountant, or by an appraiser
selected with reasonable care by the Board of Directors or by any such
committee, or in relying in good faith upon other records of the Corporation.


                                   ARTICLE XII

                                    AMENDMENT

                  If provided in the Certificate of Incorporation of the
Corporation, the Board of Directors shall have the power to adopt, amend and
repeal from time to time by-laws of the Corporation, subject to the right of the
stockholders entitled to vote with respect thereto to amend or repeal such
by-laws as adopted or amended by the Board of Directors.





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