Bylaws - Gilead Sciences Inc.


                               GILEAD SCIENCES, INC.

                            AMENDED AND RESTATED BYLAWS






                                  TABLE OF CONTENTS



                                                                             PAGE
                                                                        

ARTICLE I          OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 1

     Section 1.        Registered Office. . . . . . . . . . . . . . . . . . . . 1

     Section 2.        Other Offices. . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II         CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . 1

     Section 3.        Corporate Seal . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE III        STOCKHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . 1

     Section 4.        Place of Meetings. . . . . . . . . . . . . . . . . . . . 1

     Section 5.        Annual Meeting . . . . . . . . . . . . . . . . . . . . . 1

     Section 6.        Special Meetings . . . . . . . . . . . . . . . . . . . . 3

     Section 7.        Notice of Meetings . . . . . . . . . . . . . . . . . . . 4

     Section 8.        Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 5

     Section 9.        Adjournment and Notice of Adjourned Meetings . . . . . . 5

     Section 10.       Voting Rights. . . . . . . . . . . . . . . . . . . . . . 5

     Section 11.       Joint Owners of Stock. . . . . . . . . . . . . . . . . . 5

     Section 12.       List of Stockholders . . . . . . . . . . . . . . . . . . 6

     Section 13.       Action Without Meeting . . . . . . . . . . . . . . . . . 6

     Section 14.       Organization . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV         DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . 7

     Section 15.       Number and Term of Office. . . . . . . . . . . . . . . . 7

     Section 16.       Powers . . . . . . . . . . . . . . . . . . . . . . . . . 7

     Section 18.       Vacancies. . . . . . . . . . . . . . . . . . . . . . . . 7

     Section 19.       Resignation. . . . . . . . . . . . . . . . . . . . . . . 7

     Section 20.       Removal. . . . . . . . . . . . . . . . . . . . . . . . . 8

     Section 21.       Meetings . . . . . . . . . . . . . . . . . . . . . . . . 8

            (a)        Annual Meetings. . . . . . . . . . . . . . . . . . . . . 8

            (b)        Regular Meetings . . . . . . . . . . . . . . . . . . . . 8

            (c)        Special Meetings . . . . . . . . . . . . . . . . . . . . 8

            (d)        Telephone Meetings . . . . . . . . . . . . . . . . . . . 8

            (e)        Notice of Meetings . . . . . . . . . . . . . . . . . . . 8

            (f)        Waiver of Notice . . . . . . . . . . . . . . . . . . . . 9



                                       i.



                                  TABLE OF CONTENTS
                                     (CONTINUED)



                                                                              PAGE
                                                                        
     Section 22.       Quorum and Voting. . . . . . . . . . . . . . . . . . . . 9

     Section 23.       Action Without Meeting . . . . . . . . . . . . . . . . . 9

     Section 24.       Fees and Compensation. . . . . . . . . . . . . . . . . . 9

     Section 25.       Committees . . . . . . . . . . . . . . . . . . . . . . . 9

            (a)        Executive Committee. . . . . . . . . . . . . . . . . . . 9

            (b)        Other Committees . . . . . . . . . . . . . . . . . . . .10

            (c)        Term . . . . . . . . . . . . . . . . . . . . . . . . . .10

            (d)        Meetings . . . . . . . . . . . . . . . . . . . . . . . .10

     Section 26.       Organization . . . . . . . . . . . . . . . . . . . . . .11

ARTICLE V          OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . .11

     Section 27.       Officers Designated. . . . . . . . . . . . . . . . . . .11

     Section 28.       Tenure and Duties of Officers. . . . . . . . . . . . . .11

            (a)        General. . . . . . . . . . . . . . . . . . . . . . . . .11

            (b)        Duties of Chairman of the Board of Directors . . . . . .11

            (c)        Duties of President. . . . . . . . . . . . . . . . . . .11

            (d)        Duties of Vice Presidents. . . . . . . . . . . . . . . .12

            (e)        Duties of Secretary. . . . . . . . . . . . . . . . . . .12

            (f)        Duties of Chief Financial Officer. . . . . . . . . . . .12

     Section 29.       Delegation of Authority. . . . . . . . . . . . . . . . .12

     Section 30.       Resignations . . . . . . . . . . . . . . . . . . . . . .12

     Section 31.       Removal. . . . . . . . . . . . . . . . . . . . . . . . .13

ARTICLE VI         EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF 
                   SECURITIES OWNED BY THE CORPORATION. . . . . . . . . . . . .13

     Section 32.       Execution of Corporate Instruments . . . . . . . . . . .13

     Section 33.       Voting of Securities Owned by the Corporation. . . . . .13

ARTICLE VII        SHARES OF STOCK. . . . . . . . . . . . . . . . . . . . . . .13

     Section 34.       Form and Execution of Certificates . . . . . . . . . . .13

     Section 35.       Lost Certificates. . . . . . . . . . . . . . . . . . . .14

     Section 36.       Transfers. . . . . . . . . . . . . . . . . . . . . . . .14

     Section 37.       Fixing Record Dates. . . . . . . . . . . . . . . . . . .14



                                       ii.



                                  TABLE OF CONTENTS
                                     (CONTINUED)



                                                                              PAGE
                                                                        
     Section 38.       Registered Stockholders. . . . . . . . . . . . . . . . .15

ARTICLE VIII       OTHER SECURITIES OF THE CORPORATION. . . . . . . . . . . . .15

     Section 39.       Execution of Other Securities. . . . . . . . . . . . . .15

ARTICLE IX         DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . .16

     Section 40.       Declaration of Dividends . . . . . . . . . . . . . . . .16

     Section 41.       Dividend Reserve . . . . . . . . . . . . . . . . . . . .16

ARTICLE X          FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . .16

     Section 42.       Fiscal Year. . . . . . . . . . . . . . . . . . . . . . .16

ARTICLE XI         INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . .16

            (a)        Directors and Executive Officers . . . . . . . . . . . .16

            (b)        Other Officers, Employees and Other Agents . . . . . . .17

            (c)        Expenses . . . . . . . . . . . . . . . . . . . . . . . .17

            (d)        Enforcement. . . . . . . . . . . . . . . . . . . . . . .17

            (e)        Non-Exclusivity of Rights. . . . . . . . . . . . . . . .18

            (f)        Survival of Rights . . . . . . . . . . . . . . . . . . .18

            (g)        Insurance. . . . . . . . . . . . . . . . . . . . . . . .18

            (h)        Amendments . . . . . . . . . . . . . . . . . . . . . . .18

            (i)        Saving Clause. . . . . . . . . . . . . . . . . . . . . .18

            (j)        Certain Definitions. . . . . . . . . . . . . . . . . . .19

ARTICLE XII        NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .19

     Section 44.       Notices. . . . . . . . . . . . . . . . . . . . . . . . .19

            (a)        Notice to Stockholders . . . . . . . . . . . . . . . . .19

            (b)        Notice to Directors. . . . . . . . . . . . . . . . . . .20

            (c)        Affidavit of Mailing . . . . . . . . . . . . . . . . . .20

            (d)        Time Notices Deemed Given. . . . . . . . . . . . . . . .20

            (e)        Methods of Notice. . . . . . . . . . . . . . . . . . . .20

            (f)        Failure to Receive Notice. . . . . . . . . . . . . . . .20

            (g)        Notice to Person with Whom Communication Is Unlawful . .20

            (h)        Notice to Person with Undeliverable Address. . . . . . .20

ARTICLE XIII       AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . .21



                                       iii.



                                  TABLE OF CONTENTS
                                     (CONTINUED)



                                                                              PAGE
                                                                        
     Section 45.       Amendments . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE XIV        LOANS TO OFFICERS. . . . . . . . . . . . . . . . . . . . . .21

     Section 46.       Loans to Officers. . . . . . . . . . . . . . . . . . . .21



                                       iv.



                             AMENDED AND RESTATED BYLAWS
                                         OF
                               GILEAD SCIENCES, INC.
                              (A DELAWARE CORPORATION)

                                     ARTICLE I

                                      OFFICES

       SECTION 1.     REGISTERED OFFICE.  The registered office of the 
corporation in the State of Delaware shall be in the City of Wilmington, 
County of New Castle.  

       SECTION 2.     OTHER OFFICES.  The corporation shall also have and 
maintain an office or principal place of business in California, at such 
place as may be fixed by the Board of Directors, and 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

                                   CORPORATE SEAL

       SECTION 3.     CORPORATE SEAL.  The corporate seal shall consist of a 
die bearing the name of the corporation and the inscription, 'Corporate 
Seal-Delaware.'  Said seal may be used by causing it or a facsimile thereof 
to be impressed or affixed or reproduced or otherwise.  

                                    ARTICLE III

                               STOCKHOLDERS' MEETINGS

       SECTION 4.     PLACE OF MEETINGS.  Meetings of the stockholders of the 
corporation shall be held at such place, either within or without the State 
of Delaware, as may be designated from time to time by the Board of 
Directors, or, if not so designated, then at the office of the corporation 
required to be maintained pursuant to Section 2 hereof. 

       SECTION 5.     ANNUAL MEETING.

               (a)    The annual meeting of the stockholders of the 
corporation, for the purpose of election of directors and for such other 
business as may lawfully come before it, shall be held on such date and at 
such time as may be designated from time to time by the Board of Directors. 
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:  (i) pursuant to the 
corporation's notice of meeting of stockholders; (ii) by or at the direction 
of the Board of Directors; or (iii) by any stockholder of the corporation who 
was a stockholder of record at the time of giving of notice provided for in 
the following paragraph, who is entitled to vote at the meeting and who 
complied with the notice procedures set forth in Section 5.


                                       1.



               (b)    At an annual meeting of the stockholders, only such 
business shall be conducted as shall have been properly brought before the 
meeting.  For nominations or other business to be properly brought before an 
annual meeting by a stockholder pursuant to clause (iii) of Section 5(a) of 
these Bylaws, (i) the stockholder must have given timely notice thereof in 
writing to the Secretary of the corporation, (ii) such other business must be 
a proper matter for stockholder action under the Delaware General Corporation 
Law, (iii) if the stockholder, or the beneficial owner on whose behalf any 
such proposal or nomination is made, has provided the corporation with a 
Solicitation Notice (as defined in this Section 5(b)), such stockholder or 
beneficial owner must, in the case of a proposal, have delivered a proxy 
statement and form of proxy to holders of at least the percentage of the 
corporation's voting shares required under applicable law to carry any such 
proposal, or, in the case of a nomination or nominations, have delivered a 
proxy statement and form of proxy to holders of a percentage of the 
corporation's voting shares reasonably believed by such stockholder or 
beneficial owner to be sufficient to elect the nominee or nominees proposed 
to be nominated by such stockholder, and must, in either case, have included 
in such materials the Solicitation Notice, and (iv) if no Solicitation Notice 
relating thereto has been timely provided pursuant to this section, the 
stockholder or beneficial owner proposing such business or nomination must 
not have solicited a number of proxies sufficient to have required the 
delivery of such a Solicitation Notice under this Section 5.  To be timely, a 
stockholder's notice shall be delivered to the Secretary at the principal 
executive offices of the corporation not later than the close of business on 
the ninetieth (90th) day nor earlier than the close of business on the one 
hundred twentieth (120th) 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 advanced more than thirty (30) days prior to or delayed 
by more than thirty (30) days after the anniversary of the preceding year's 
annual meeting, notice by the stockholder to be timely must be so delivered 
not earlier than the close of business on the one hundred twentieth (120th) 
day prior to such annual meeting and not later than the close of business on 
the later of the ninetieth (90th) day prior to such annual meeting or the 
tenth (10th) day following the day on which public announcement of the date 
of such meeting is first made.  In no event shall the public announcement of 
an adjournment 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 proposed 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 '1934 Act') and Rule 14a-11 thereunder (including 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 (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 of such beneficial owner, (ii) the class and number 
of shares of the corporation which are owned beneficially and of record by 
such stockholder and such beneficial owner, and (iii) whether either such 
stockholder or beneficial owner intends to deliver a proxy statement and form 
of proxy to holders of, in the case of the proposal, at least the percentage 
of the


                                       2.



corporation's voting shares required under applicable law to carry the 
proposal or, in the case of a nomination or nominations, a sufficient number 
of holders of the corporation's voting shares to elect such nominee or 
nominees (an affirmative statement of such intent, a 'Solicitation Notice').

               (c)    Notwithstanding anything in the second sentence of 
Section 5(b) of these Bylaws to the contrary, in the event that the number of 
directors to be elected to the Board of Directors of the corporation is 
increased and there is no public announcement naming all of the nominees for 
director or specifying the size of the increased Board of Directors made by 
the corporation at least one hundred (100) days prior to the first 
anniversary of the preceding year's annual meeting, a stockholder's notice 
required by this Section 5 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 offices of the 
corporation not later than the close of business on the tenth (10th) day 
following the day on which such public announcement is first made by the 
corporation.

               (d)    Only such persons who are nominated in accordance with 
the procedures set forth in this Section 5 shall be eligible 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 5.  Except as otherwise provided by 
law, the Chairman of the meeting shall have the power and duty to 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 these Bylaws and, if any proposed nomination or 
business is not in compliance with these Bylaws, to declare that such 
defective proposal or nomination shall not be presented for stockholder 
action at the meeting and shall be disregarded.

               (e)    Notwithstanding the foregoing provisions of this 
Section 5, in order to include information with respect to a stockholder 
proposal in the proxy statement and form of proxy for a stockholder's 
meeting, stockholders must provide notice as required by the regulations 
promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to 
affect any rights of stockholders to request inclusion of proposals in the 
corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

               (f)    For purposes of this Section 5, '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 1934 Act.

       SECTION 6.     SPECIAL MEETINGS.

               (a)    Special meetings of the stockholders of the corporation 
may be called, for any purpose or purposes, by (i) the Chairman of the Board 
of Directors, (ii) the Chief Executive Officer, or (iii) the Board of 
Directors pursuant to a resolution adopted by a majority of the total number 
of authorized directors (whether or not there exist any vacancies in 
previously authorized directorships at the time any such resolution is 
presented to the Board of Directors for adoption) and shall be held at such 
place, on such date, and at such time as the Board of Directors shall fix.


                                       3.



               (b)    If a special meeting is properly called by any person 
or persons other than the Board of Directors, the request shall be in 
writing, specifying the general nature of the business proposed to be 
transacted, and shall be delivered personally or sent by registered mail or 
by telegraphic or other facsimile transmission to the Chairman of the Board 
of Directors, the Chief Executive Officer, or the Secretary of the 
corporation.  No business may be transacted at such special meeting otherwise 
than specified in such notice. The Board of Directors shall determine the 
time and place of such special meeting, which shall be held not less than 
thirty-five (35) nor more than one hundred twenty (120) days after the date 
of the receipt of the request.  Upon determination of the time and place of 
the meeting, the officer receiving the request shall cause notice to be given 
to the stockholders entitled to vote, in accordance with the provisions of 
Section 7 of these Bylaws.  If the notice is not given within one hundred 
(100) days after the receipt of the request, the person or persons properly 
requesting the meeting may set the time and place of the meeting and give the 
notice.  Nothing contained in this paragraph (b) shall be construed as 
limiting, fixing, or affecting the time when a meeting of stockholders called 
by action of the Board of Directors may be held.

               (c)    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 (i) by or 
at the direction of the Board of Directors or (ii) by any stockholder of the 
corporation who is a stockholder of record at the time of giving notice 
provided for in these Bylaws who shall be entitled to vote at the meeting and 
who complies with the notice procedures set forth in this Section 6(c).  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 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 Section 5(b) of these Bylaws 
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 (120th) day prior to such special meeting and not later than the 
close of business on the later of the ninetieth (90th) day prior to such 
meeting or the tenth (10th) 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 of a special 
meeting commence a new time period for the giving of a stockholder's notice 
as described above.

       SECTION 7.     NOTICE OF MEETINGS.  Except as otherwise provided by 
law or the Certificate of Incorporation, written notice of each meeting of 
stockholders shall be given not less than ten (10) nor more than sixty (60) 
days before the date of the meeting to each stockholder entitled to vote at 
such meeting, such notice to specify the place, date and hour and purpose or 
purposes of the meeting.  Notice of the time, place and purpose of any 
meeting of stockholders may be waived in writing, signed by the person 
entitled to notice thereof, either before or after such meeting, and will be 
waived by any stockholder by his attendance thereat in person or by proxy, 
except when the stockholder 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.  Any 
stockholder so waiving notice of such meeting shall be bound by the 
proceedings of any such meeting in all respects as if due notice thereof had 
been given.  


                                       4.



       SECTION 8.     QUORUM.  At all meetings of stockholders, except where 
otherwise provided by statute or by the Certificate of Incorporation, or by 
these Bylaws, the presence, in person or by proxy duly authorized, of the 
holders of a majority of the outstanding shares of stock entitled to vote 
shall constitute a quorum for the transaction of business.  In the absence of 
a quorum, any meeting of stockholders may be adjourned, from time to time, 
either by the chairman of the meeting or by vote of the holders of a majority 
of the shares represented thereat, but no other business shall be transacted 
at such meeting.  The stockholders present at a duly called or convened 
meeting, at which a quorum is present, may continue to transact business 
until adjournment, notwithstanding the withdrawal of enough stockholders to 
leave less than a quorum.  Except as otherwise provided by statute, the 
Certificate of Incorporation or these Bylaws, in all matters other than the 
election of directors, the affirmative vote of the majority of shares present 
in person or represented by proxy at the meeting and entitled to vote on the 
subject matter shall be the act of the stockholders. Except as otherwise 
provided by statute, the Certificate of Incorporation or these Bylaws, 
directors shall be elected by a plurality of the votes of the shares present 
in person or represented by proxy at the meeting and entitled to vote on the 
election of directors.  Where a separate vote by a class or classes or series 
is required, except where otherwise provided by the statute or by the 
Certificate of Incorporation or these Bylaws, a majority of the outstanding 
shares of such class or classes or series, present in person or represented 
by proxy, shall constitute a quorum entitled to take action with respect to 
that vote on that matter and, except where otherwise provided by the statute 
or by the Certificate of Incorporation or these Bylaws, the affirmative vote 
of the majority (plurality, in the case of the election of directors) of the 
votes cast by the holders of shares ofsuch class or classes or series shall 
be the act of such class or classes or series.  

       SECTION 9.     ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any 
meeting of stockholders, whether annual or special, may be adjourned from 
time to time either by the chairman of the meeting or by the vote of a 
majority of the shares casting votes.  When a meeting is adjourned to another 
time or place, notice need not be given of the adjourned meeting if the time 
and place thereof are announced at the meeting at which the adjournment is 
taken.  At the adjourned meeting, the corporation may transact any business 
which might have been transacted at the original meeting.  If the adjournment 
is for more than thirty (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. 
 

       SECTION 10.    VOTING RIGHTS.  For the purpose of determining those 
stockholders entitled to vote at any meeting of the stockholders, except as 
otherwise provided by law, only persons in whose names shares stand on the 
stock records of the corporation on the record date, as provided in Section 
12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. 
Cumulative voting shall not be available to stockholders.  Every person 
entitled to vote shall have the right to do so either in person or by an 
agent or agents authorized by a proxy granted in accordance with Delaware 
law. An agent so appointed need not be a stockholder.  No proxy shall be 
voted after three (3) years from its date of creation unless the proxy 
provides for a longer period.  

       SECTION 11.    JOINT OWNERS OF STOCK.  If shares or other securities 
having voting power stand of record in the names of two (2) or more persons, 
whether fiduciaries, members of a partnership, joint tenants, tenants in 
common, tenants by the entirety, or otherwise, or if two (2) 


                                       5.



or more persons have the same fiduciary relationship respecting the same 
shares, unless the Secretary 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 (1) votes, his act binds 
all; (b) if more than one (1) votes, the act of the majority so voting binds 
all; (c) if more than one (1) votes, but the vote is evenly split on any 
particular matter, each faction may vote the securities in question 
proportionally, or may apply to the Delaware Court of Chancery for relief as 
provided in the Delaware General Corporation Law, Section 217(b).  If the 
instrument filed with the Secretary shows that any such tenancy is held in 
unequal interests, a majority or even-split for the purpose of subsection (c) 
shall be a majority or even-split in interest.  

       SECTION 12.    LIST OF STOCKHOLDERS.  The Secretary shall prepare and 
make, at least ten (10) days before every meeting of stockholders, a complete 
list of the stockholders entitled to vote at said meeting, arranged in 
alphabetical order, showing the address of each stockholder and the number of 
shares registered in the name of each stockholder.  Such list shall be open 
to the examination of any stockholder, for any purpose germane to the 
meeting, during ordinary business hours, for a period of at least ten (10) 
days prior to the meeting, either at a place within the city where the 
meeting is to be held, which place shall be specified in the notice of the 
meeting, or, if not specified, at the place where the meeting is to be held.  
The list shall be produced and kept at the time and place of meeting during 
the whole time thereof and may be inspected by any stockholder who is 
present.  

       SECTION 13.    ACTION WITHOUT MEETING.  No action shall be taken by 
the stockholders except at an annual or special meeting of stockholders 
called in accordance with these Bylaws, and no action shall be taken by the 
stockholders by written consent.

       SECTION 14.    ORGANIZATION.  

               (a)    At every meeting of stockholders, the Chairman of the 
Board of Directors, or, if a Chairman has not been appointed or is absent, 
the President, or, if the President is absent, a chairman of the meeting 
chosen by a majority in interest of the stockholders entitled to vote, 
present in person or by proxy, shall act as chairman.  The Secretary, or, in 
his absence, an Assistant Secretary directed to do so by the President, shall 
act as secretary of the meeting.

               (b)    The Board of Directors of the corporation shall be 
entitled to make such rules or regulations for the conduct of meetings of 
stockholders as it shall deem necessary, appropriate or convenient.  Subject 
to such rules and regulations of the Board of Directors, if any, the chairman 
of the meeting shall have the right and authority to prescribe such rules, 
regulations and procedures and to do all such acts as, in the judgment of 
such chairman, are necessary, appropriate or convenient for the proper 
conduct of the meeting, including, without limitation, establishing an agenda 
or order of business for the meeting, rules and procedures for maintaining 
order at the meeting and the safety of those present, limitations on 
participation in such meeting to stockholders of record of the corporation 
and their duly authorized and constituted proxies and such other persons as 
the chairman shall permit, restrictions on entry to the meeting after the 
time fixed for the commencement thereof, limitations on the time allotted to 
questions or comments by participants and regulation of the opening and 
closing of the polls for balloting on matters which are to be voted on by 
ballot.  Unless and to the extent determined by


                                       6.



the Board of Directors or the chairman of the meeting, meetings of 
stockholders shall not be required to be held in accordance with rules of 
parliamentary procedure.

                                  ARTICLE IV

                                  DIRECTORS

       SECTION 15.    NUMBER AND TERM OF OFFICE.  The authorized number of 
directors of the corporation shall be fixed in accordance with the 
Certificate of Incorporation.  Directors need not be stockholders unless so 
required by the Certificate of Incorporation.  If for any cause, the 
directors shall not have been elected at an annual meeting, they may be 
elected as soon thereafter as convenient at a special meeting of the 
stockholders called for that purpose in the manner provided in these Bylaws.  

       SECTION 16.    POWERS.  The powers of the corporation shall be 
exercised, its business conducted and its property controlled by the Board of 
Directors, except as may be otherwise provided by statute or by the 
Certificate of Incorporation.  

       SECTION 17.    BOARD OF DIRECTORS.  Subject to the rights of the 
holders of any series of Preferred Stock to elect additional directors under 
specified circumstances, directors shall be elected at each annual meeting of 
stockholders for a term of one year.  Each director shall serve until his 
successor is duly elected and qualified or until his death, resignation or 
removal.  No decrease in the number of directors constituting the Board of 
Directors shall shorten the term of any incumbent director.

       SECTION 18.    VACANCIES.  Unless otherwise provided in the 
Certificate of Incorporation, any vacancies on the Board of Directors 
resulting from death, resignation, disqualification, removal or other causes 
shall be filled by either (i) the affirmative vote of the holders of a 
majority of the voting power of the then-outstanding shares of voting stock 
of the corporation entitled to vote generally in the election of Directors 
(the 'Voting Stock') voting together as a single class; or (ii) by the 
affirmative vote of a majority of the remaining directors then in office, 
even though less than a quorum of the Board of Directors.  Newly created 
directorships resulting from any increase in the number of directors shall, 
unless the Board of Directors determines by resolution that any such newly 
created directorship shall be filled by the stockholders, be filled only by 
the affirmative vote of the directors then in office, even though less than a 
quorum of the Board of Directors.  Any director elected in accordance with 
the preceding sentence shall hold office for the remainder of the full term 
of the class of directors in which the new directorship was created or the 
vacancy occurred and until such director's successor shall have been elected 
and qualified.  A vacancy in the Board of Directors shall be deemed to exist 
under this Bylaw in the case of the death, removal or resignation of any 
Director, or if the stockholders fail at any meeting of stockholders at which 
Directors are to be elected (including any meeting referred to in Section 22 
below) to elect the number of Directors then constituting the whole Board of 
Directors.

       SECTION 19.    RESIGNATION.  Any director may resign at any time by 
delivering his written resignation to the Secretary, such resignation to 
specify whether it will be effective at a particular time, upon receipt by 
the Secretary or at the pleasure of the Board of Directors.  If no 


                                       7.



such specification is made, it shall be deemed effective at the pleasure of 
the Board of Directors.  When one or more directors shall resign from the 
Board of Directors, effective at a future date, a majority of the directors 
then in office, including those who have so resigned, shall have power to 
fill such vacancy or vacancies, the vote thereon to take effect when such 
resignation or resignations shall become effective, and each director so 
chosen shall hold office for the unexpired portion of the term of the 
director whose place shall be vacated and until his successor shall have been 
duly elected and qualified.  

       SECTION 20.    REMOVAL.  Subject to any limitations imposed by law or 
the Certificate of Incorporation, the Board of Directors, or any individual 
director, may be removed from office at any time (i) with cause by the 
affirmative vote of the holders of at least a majority of the then 
outstanding shares of Voting Stock; or (ii) without cause by an affirmative 
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of 
such outstanding shares.  

       SECTION 21.    MEETINGS.

               (a)    ANNUAL MEETINGS.  The annual meeting of the Board of 
Directors shall be held immediately before or after the annual meeting of 
stockholders and at the place where such meeting is held.  No notice of an 
annual meeting of the Board of Directors shall be necessary and such meeting 
shall be held for the purpose of electing officers and transacting such other 
business as may lawfully come before it.

               (b)    REGULAR MEETINGS. Unless otherwise restricted by the 
Certificate of Incorporation, regular meetings of the Board of Directors may 
be held at any time or date and at any place within or without the State of 
Delaware which has been designated by the Board of Directors and publicized 
among all directors. No formal notice shall be required for regular meetings 
of the Board or Directors.

               (c)    SPECIAL MEETINGS.  Unless otherwise restricted by the 
Certificate of Incorporation, special meetings of the Board of Directors may 
be held at any time and place within or without the State of Delaware 
whenever called by the Chairman of the Board, the President or any two of the 
directors.  

               (d)    TELEPHONE MEETINGS.  Any member of the Board of 
Directors, or of any committee thereof, may participate in a meeting by means 
of conference telephone or similar communications equipment by means of which 
all persons participating in the meeting can hear each other, and 
participation in a meeting by such means shall constitute presence in person 
at such meeting.  

               (e)    NOTICE OF MEETINGS.  Notice of the time and place of 
all special meetings of the Board of Directors shall be orally or in writing, 
by telephone, including a voice messaging system or other system or 
technology designed to record and communicate messages, facsimile, telegraph 
or telex, or by electronic mail or other electronic means, during normal 
business hours, at least twenty-four (24) hours before the date and time of 
the meeting, or sent in writing to each director by first class mail, charges 
prepaid, at least three (3) days before the date of the meeting.  Notice of 
any meeting may be waived in writing at any time before or after the meeting 
and will be waived by any director by attendance thereat, except when the 
director attends the meeting for 


                                       8.



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.  

               (f)    WAIVER OF NOTICE.  The transaction of all business at 
any meeting of the Board of Directors, or any committee thereof, however 
called or noticed, or wherever held, shall be as valid as though had at a 
meeting duly held after regular call and notice, if a quorum be present and 
if, either before or after the meeting, each of the directors not present 
shall sign a written waiver of notice.  All such waivers shall be filed with 
the corporate records or made a part of the minutes of the meeting. 

       SECTION 22.    QUORUM AND VOTING.

               (a)    Unless the Certificate of Incorporation requires a 
greater number and except with respect to indemnification questions arising 
under Section 43 hereof, for which a quorum shall be one-third of the exact 
number of directors fixed from time to time in accordance with the 
Certificate of Incorporation, a quorum of the Board of Directors shall 
consist of a majority of the exact number of directors fixed from time to 
time by the Board of Directors in accordance with the Certificate of 
Incorporation; provided, however, at any meeting whether a quorum be present 
or otherwise, a majority of the directors present may adjourn from time to 
time until the time fixed for the next regular meeting of the Board of 
Directors, without notice other than by announcement at the meeting.  

               (b)    At each meeting of the Board of Directors at which a 
quorum is present, all questions and business shall be determined by the 
affirmative vote of a majority of the directors present, unless a different 
vote be required by law, the Certificate of Incorporation or these Bylaws.  

       SECTION 23.    ACTION WITHOUT MEETING.  Unless otherwise restricted by 
the Certificate of Incorporation or these Bylaws, 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 such writing or writings are filed with the minutes of proceedings of the 
Board of Directors or committee.  

       SECTION 24.    FEES AND COMPENSATION.  Directors shall be entitled to 
such compensation for their services as may be approved by the Board of 
Directors, including, if so approved, by resolution of the Board of 
Directors, a fixed sum and expenses of attendance, if any, for attendance at 
each regular or special meeting of the Board of Directors and at any meeting 
of a committee of the Board of Directors.  Nothing herein contained shall be 
construed to preclude any director from serving the corporation in any other 
capacity as an officer, agent, employee, or otherwise and receiving 
compensation therefor.  

       SECTION 25.    COMMITTEES.

               (a)    EXECUTIVE COMMITTEE.  The Board of Directors may 
appoint an Executive Committee to consist of one (1) or more members of the 
Board of Directors.  The Executive Committee, to the extent permitted by law 
and 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 


                                       9.



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 (i) approving or adopting, or recommending to the stockholders, 
any action or matter expressly required by the Delaware General Corporation 
Law to be submitted to stockholders for approval, or (ii) adopting, amending 
or repealing any bylaw of the corporation.  

               (b)    OTHER COMMITTEES.  The Board of Directors may, from 
time to time, appoint such other committees as may be permitted by law.  Such 
other committees appointed by the Board of Directors shall consist of one (1) 
or more members of the Board of Directors and shall have such powers and 
perform such duties as may be prescribed by the resolution or resolutions 
creating such committees, but in no event shall any such committee have the 
powers denied to the Executive Committee in these Bylaws.  

               (c)    TERM.  Each member of a committee of the Board of 
Directors shall serve a term on the committee coexistent with such member's 
term on the Board of Directors.  The Board of Directors, subject to any 
requirements of any outstanding series of preferred Stock and the provisions 
of subsections (a) or (b) of this Bylaw, may at any time increase or decrease 
the number of members of a committee or terminate the existence of a 
committee.  The membership of a committee member shall terminate on the date 
of his death or voluntary resignation from the committee or from the Board of 
Directors.  The Board of Directors may at any time for any reason remove any 
individual committee member and the Board of Directors may fill any committee 
vacancy created by death, resignation, removal or increase in the number of 
members of the committee. 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, and, in addition, in 
the absence or disqualification of any 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.  

               (d)    MEETINGS.  Unless the Board of Directors shall 
otherwise provide, regular meetings of the Executive Committee or any other 
committee appointed pursuant to this Section 24 shall be held at such times 
and places as are determined by the Board of Directors, or by any such 
committee, and when notice thereof has been given to each member of such 
committee, no further notice of such regular meetings need be given 
thereafter.  Special meetings of any such committee may be held at any place 
which has been determined from time to time by such committee, and may be 
called by any director who is a member of such committee, upon written notice 
to the members of such committee of the time and place of such special 
meeting given in the manner provided for the giving of written notice to 
members of the Board of Directors of the time and place of special meetings 
of the Board of Directors.  Notice of any special meeting of any committee 
may be waived in writing at any time before or after the meeting and will be 
waived by any director by attendance thereat, except when the director 
attends such special 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.  A majority of the authorized 
number of members of any such committee shall constitute a quorum for the 


                                      10.



transaction of business, and the act of a majority of those present at any 
meeting at which a quorum is present shall be the act of such committee.  

       SECTION 26.    ORGANIZATION.  At every meeting of the directors, the 
Chairman of the Board of Directors, or, if a Chairman has not been appointed 
or is absent, the President (if a director), or if the President is absent, 
the most senior Vice President (if a director), or, in the absence of any 
such person, a chairman of the meeting chosen by a majority of the directors 
present, shall preside over the meeting.  The Secretary, or in his absence, 
any Assistant Secretary directed to do so by the President, shall act as 
secretary of the meeting.

                                     ARTICLE V

                                     OFFICERS

       SECTION 27.    OFFICERS DESIGNATED.  The officers of the corporation 
shall include, if and when designated by the Board of Directors, the Chairman 
of the Board of Directors, the Chief Executive Officer, the President, one or 
more Vice Presidents, the Secretary, the Chief Financial Officer, the 
Treasurer and the Controller, all of whom shall be elected at the annual 
organizational meeting of the Board of Directors. The order of the seniority 
of the Vice Presidents shall be in the order of their nomination, unless 
otherwise determined by the Board of Directors.  The Board of Directors may 
also appoint one or more Assistant Secretaries, Assistant Treasurers, 
Assistant Controllers and such other officers and agents with such powers and 
duties as it shall deem necessary.  The Board of Directors may assign such 
additional titles to one or more of the officers as it shall deem 
appropriate.  Any one person may hold any number of offices of the 
corporation at any one time unless specifically prohibited therefrom by law.  
The salaries and other compensation of the officers of the corporation shall 
be fixed by or in the manner designated by the Board of Directors.  

       SECTION 28.    TENURE AND DUTIES OF OFFICERS.

               (a)    GENERAL.  All officers shall hold office at the 
pleasure of the Board of Directors and until their successors shall have been 
duly elected and qualified, unless sooner removed.  Any officer elected or 
appointed by the Board of Directors may be removed at any time by the Board 
of Directors. If the office of any officer becomes vacant for any reason, the 
vacancy may be filled by the Board of Directors.  

               (b)    DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The 
Chairman of the Board of Directors, when present, shall preside at all 
meetings of the stockholders and the Board of Directors.  The Chairman of the 
Board of Directors shall perform other duties commonly incident to his office 
and shall also perform such other duties and have such other powers as the 
Board of Directors shall designate from time to time. If there is no 
President, then the Chairman of the Board of Directors shall also serve as 
the Chief Executive Officer of the corporation and shall have the powers and 
duties prescribed in paragraph (c) of this Section 28.

               (c)    DUTIES OF PRESIDENT.  The President shall preside at 
all meetings of the stockholders and at all meetings of the Board of 
Directors, unless the Chairman of the Board of Directors has been appointed 
and is present. Unless some other officer has been elected Chief 


                                      11.



Executive Officer of the corporation, 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.  The President shall perform other 
duties commonly incident to his office and shall also perform such other 
duties and have such other powers as the Board of Directors shall designate 
from time to time.  

               (d)    DUTIES OF VICE PRESIDENTS.  The Vice Presidents may 
assume and perform the duties of the President in the absence or disability 
of the President or whenever the office of President is vacant.  The Vice 
Presidents shall perform other duties commonly incident to their office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the President shall designate from time to time.  

               (e)    DUTIES OF SECRETARY.  The Secretary shall attend all 
meetings of the stockholders and of the Board of Directors and shall record 
all acts and proceedings thereof in the minute book of the corporation.  The 
Secretary shall give notice in conformity with these Bylaws of all meetings 
of the stockholders and of all meetings of the Board of Directors and any 
committee thereof requiring notice.  The Secretary shall perform all other 
duties given him in these Bylaws and other duties commonly incident to his 
office and shall also perform such other duties and have such other powers as 
the Board of Directors shall designate from time to time.  The President may 
direct any Assistant Secretary to assume and perform the duties of the 
Secretary in the absence or disability of the Secretary, and each Assistant 
Secretary shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the President shall designate from time to time.  

               (f)    DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial 
Officer shall keep or cause to be kept the books of account of the 
corporation in a thorough and proper manner and shall render statements of 
the financial affairs of the corporation in such form and as often as 
required by the Board of Directors or the President.  The Chief Financial 
Officer, subject to the order of the Board of Directors, shall have the 
custody of all funds and securities of the corporation.  The Chief Financial 
Officer shall perform other duties commonly incident to his office and shall 
also perform such other duties and have such other powers as the Board of 
Directors or the President shall designate from time to time.  The President 
may direct the Treasurer or any Assistant Treasurer, or the Controller or any 
Assistant Controller to assume and perform the duties of the Chief Financial 
Officer in the absence or disability of the Chief Financial Officer, and each 
Treasurer and Assistant Treasurer and each Controller and Assistant 
Controller shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the President shall designate from time to time.  

       SECTION 29.    DELEGATION OF AUTHORITY.  The Board of Directors may 
from time to time delegate the powers or duties of any officer to any other 
officer or agent, notwithstanding any provision hereof.

       SECTION 30.    RESIGNATIONS.  Any officer may resign at any time by 
giving written notice to the Board of Directors or to the President or to the 
Secretary.  Any such resignation shall be effective when received by the 
person or persons to whom such notice is given, unless a later time is 
specified therein, in which event the resignation shall become effective at 
such later 


                                      12.



time.  Unless otherwise specified in such notice, the acceptance of any such 
resignation shall not be necessary to make it effective.  Any resignation 
shall be without prejudice to the rights, if any, of the corporation under 
any contract with the resigning officer.  

       SECTION 31.    REMOVAL.  Any officer may be removed from office at any 
time, either with or without cause, by the affirmative vote of a majority of 
the directors in office at the time, or by the unanimous written consent of 
the directors in office at the time, or by any committee or superior officers 
upon whom such power of removal may have been conferred by the Board of 
Directors.

                                     ARTICLE VI

                     EXECUTION OF CORPORATE INSTRUMENTS AND
                 VOTING OF SECURITIES OWNED BY THE CORPORATION

       SECTION 32.    EXECUTION OF CORPORATE INSTRUMENTS.  The Board of 
Directors may, in its discretion, determine the method and designate the 
signatory officer or officers, or other person or persons, to execute on 
behalf of the corporation any corporate instrument or document, or to sign on 
behalf of the corporation the corporate name without limitation, or to enter 
into contracts on behalf of the corporation, except where otherwise provided 
by law or these Bylaws, and such execution or signature shall be binding upon 
the corporation.  

       All checks and drafts drawn on banks or other depositaries on funds to 
the credit of the corporation or in special accounts of the corporation shall 
be signed by such person or persons as the Board of Directors shall authorize 
so to do.

       Unless authorized or ratified by the Board of Directors or within the 
agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any amount.

       SECTION 33.    VOTING OF SECURITIES OWNED BY THE CORPORATION.  All 
stock and other securities of other corporations owned or held by the 
corporation for itself, or for other parties in any capacity, shall be voted, 
and all proxies with respect thereto shall be executed, by the person 
authorized so to do by resolution of the Board of Directors, or, in the 
absence of such authorization, by the Chairman of the Board of Directors, the 
Chief Executive Officer, the President, or any Vice President.  

                                     ARTICLE VII

                                   SHARES OF STOCK

       SECTION 34.    FORM AND EXECUTION OF CERTIFICATES.  Certificates for 
the shares of stock of the corporation shall be in such form as is consistent 
with the Certificate of Incorporation and applicable law.  Every holder of 
stock in the corporation shall be entitled to have a certificate signed by or 
in the name of the corporation by the Chairman of the Board of Directors, or 
the President or any Vice President and by the Treasurer or Assistant 
Treasurer or the Secretary or Assistant Secretary, certifying the number of 
shares owned by him in the corporation. Any and 


                                      13.



all of the signatures on the certificate may be facsimiles.  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 with the same effect as if he were such officer, transfer 
agent, or registrar at the date of issue.  Each certificate shall state upon 
the face or back thereof, in full or in summary, all the powers, 
designations, preferences, and rights, and the limitations or restrictions of 
the shares authorized to be issued or shall, except as otherwise required by 
law, set forth on the face or back 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.  Within a reasonable time after the issuance or 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 or otherwise required by 
law or with respect to this section a statement that the corporation will 
furnish without charge to each stockholder who so requests the powers, 
designations, preferences and relative participating, optional or othe 
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 certificates representing stock of the same 
class and series shall be identical.  

       SECTION 35.    LOST CERTIFICATES.  A new certificate or certificates 
shall 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.  The corporation may 
require, as a condition precedent to the issuance of a new certificate or 
certificates, the owner of such lost, stolen, or destroyed certificate or 
certificates, or his legal representative, to agree to indemnify the 
corporation in such manner as it shall require or to give the corporation a 
surety bond in such form and amount 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 36.    TRANSFERS.

               (a)    Transfers of record of shares of stock of the 
corporation shall be made only upon its books by the holders thereof, in 
person or by attorney duly authorized, and upon the surrender of a properly 
endorsed certificate or certificates for a like number of shares.  

               (b)    The corporation shall have power to enter into and 
perform any agreement with any number of stockholders of any one or more 
classes of stock of the corporation to restrict the transfer of shares of 
stock of the corporation of any one or more classes owned by such 
stockholders in any manner not prohibited by the Delaware General Corporation 
Law.  

       SECTION 37.    FIXING RECORD DATES.  

               (a)    In order that the corporation may determine the 
stockholders entitled to notice of or to vote at any meeting of stockholders 
or any adjournment thereof, the Board of Directors may fix, in advance, a 
record date, which record date shall not precede the date upon which the 
resolution fixing the record date is adopted by the Board of Directors, and 
which 


                                      14.



record date shall, subject to applicable law, not be more than sixty (60) nor 
less than ten (10) days before the date of such meeting.  If no record date 
is fixed by the Board of Directors, the record date for determining 
stockholders entitled to notice of or to vote at a meeting of stockholders 
shall be at the close of business on the day next preceding the day on which 
notice is given, or if notice is waived, at the close of business on the day 
next preceding the day on which the meeting is held.  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.

               (b)    In order that the corporation may determine the 
stockholders entitled to receive payment of any dividend or other 
distribution or allotment of any rights or the stockholders entitled to 
exercise any rights in respect of any change, conversion or exchange of 
stock, or for the purpose of any other lawful action, the Board of Directors 
may fix, in advance, a record date, which record date shall not precede the 
date upon which the resolution fixing the record date is adopted, and which 
record date shall be not more than sixty (60) days prior to such action.  If 
no record date is fixed, the record date for determining stockholders for any 
such purpose shall be at the close of business on the day on which the Board 
of Directors adopts the resolution relating thereto.

       SECTION 38.    REGISTERED STOCKHOLDERS.  The corporation shall be 
entitled to recognize the exclusive right of a person registered on its books 
as the owner of shares to receive dividends, and to vote as such owner, and 
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 Delaware.  

                                     ARTICLE VIII

                         OTHER SECURITIES OF THE CORPORATION

       SECTION 39.    EXECUTION OF OTHER SECURITIES.  All bonds, debentures 
and other corporate securities of the corporation, other than stock 
certificates (covered in Section 34), may be signed by the Chairman of the 
Board of Directors, the President or any Vice President, or such other person 
as may be authorized by the Board of Directors, and the corporate seal 
impressed thereon or a facsimile of such seal imprinted thereon and attested 
by the signature of the Secretary or an Assistant Secretary, or the Chief 
Financial Officer or Treasurer or an Assistant Treasurer; provided, however, 
that where any such bond, debenture or other corporate security shall be 
authenticated by the manual signature, or where permissible facsimile 
signature, of a trustee under an indenture pursuant to which such bond, 
debenture or other corporate security shall be issued, the signatures of the 
persons signing and attesting the corporate seal on such bond, debenture or 
other corporate security may be the imprinted facsimile of the signatures of 
such persons.  Interest coupons appertaining to any such bond, debenture or 
other corporate security, authenticated by a trustee as aforesaid, shall be 
signed by the Treasurer or an Assistant Treasurer of the corporation or such 
other person as may be authorized by the Board of Directors, or bear 
imprinted thereon the facsimile signature of such person.  In case any 
officer who shall have signed or attested any bond, debenture or other 
corporate security, or whose facsimile signature shall appear thereon or on 
any such interest coupon, shall have ceased to be such officer before the 
bond, debenture or other corporate security so signed or attested shall 


                                      15.



have been delivered, such bond, debenture or other corporate security 
nevertheless may be adopted by the corporation and issued and delivered as 
though the person who signed the same or whose facsimile signature shall have 
been used thereon had not ceased to be such officer of the corporation.

                                   ARTICLE IX

                                   DIVIDENDS

       SECTION 40.    DECLARATION OF DIVIDENDS.  Dividends upon the capital 
stock of the corporation, subject to the provisions of the Certificate of 
Incorporation and applicable law, if any, may be declared by the Board of 
Directors pursuant to law at any regular or special meeting.  Dividends may 
be paid in cash, in property, or in shares of the capital stock, subject to 
the provisions of the Certificate of Incorporation and applicable law.  

       SECTION 41.    DIVIDEND 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 
their absolute discretion, 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 interests of the corporation, and the 
Board of Directors may modify or abolish any such reserve in the manner in 
which it was created.  

                                      ARTICLE X

                                     FISCAL YEAR

       SECTION 42.    FISCAL YEAR.  The fiscal year of the corporation shall 
be fixed by resolution of the Board of Directors.

                                      ARTICLE XI

                                   INDEMNIFICATION

       SECTION 43.    INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND 
OTHER AGENTS.

               (a)    DIRECTORS AND EXECUTIVE OFFICERS.  The corporation 
shall indemnify its directors and executive officers (for the purposes of 
this Article XI, 'executive officers' shall have the meaning defined in Rule 
3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by 
the Delaware General Corporation Law or any other applicable law; provided, 
however, that the corporation may modify the extent of such indemnification 
by individual contracts with its directors and executive officers; and, 
provided, further, that the corporation shall not be required to indemnify 
any director or executive officer in connection with any proceeding (or part 
thereof) initiated by such person unless (i) such indemnification is 
expressly required to be made by law, (ii) the proceeding was authorized by 
the Board of Directors of the corporation, (iii) such indemnification is 
provided by the corporation, in its sole discretion, pursuant to the powers 
vested in the corporation under the Delaware General Corporation Law or 


                                      16.



any other applicable law or (iv) such indemnification id required to be made 
under subsection (d).

               (b)    OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.  The 
corporation shall have power to indemnify its other officers, employees and 
other agents as set forth in the Delaware General Corporation Law or any 
other applicable law. 

               (c)    EXPENSES.  The corporation shall advance 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 or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was a 
director or executive officer, of the corporation, or is or was serving at 
the request of the corporation as a director or executive officer of another 
corporation, partnership, joint venture, trust or other enterprise, prior to 
the final disposition of the proceeding, promptly following request therefor, 
all expenses incurred by any director or executive officer in connection with 
such proceeding upon receipt of an undertaking by or on behalf of such person 
to repay said amounts if it should be determined ultimately that such person 
is not entitled to be indemnified under this Bylaw or otherwise.

       Notwithstanding the foregoing, unless otherwise determined pursuant to 
paragraph (d) of this Bylaw, no advance shall be made by the corporation to 
an executive officer of the corporation (except by reason of the fact that 
such executive officer is or was a director of the corporation in which event 
this paragraph shall not apply) in any action, suit or proceeding, whether 
civil, criminal, administrative or investigative, if a determination is 
reasonably and promptly made (i) by the Board of Directors by a majority vote 
of a quorum consisting of directors who were not parties to the proceeding, 
or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of 
disinterested directors so directs, by independent legal counsel in a written 
opinion, that the facts known to the decision-making party at the time such 
determination is made demonstrate clearly and convincingly that such person 
acted in bad faith or in a manner that such person did not believe to be in 
or not opposed to the best interests of the corporation.

               (d)    ENFORCEMENT.  Without the necessity of entering into an 
express contract, all rights to indemnification and advances to directors and 
executive officers under this Bylaw shall be deemed to be contractual rights 
and be effective to the same extent and as if provided for in a contract 
between the corporation and the director or executive officer.  Any right to 
indemnification or advances granted by this Bylaw to a director or executive 
officer shall be enforceable by or on behalf of the person holding such right 
in any court of competent jurisdiction if (i) the claim for indemnification 
or advances is denied, in whole or in part, or (ii) no disposition of such 
claim is made within ninety (90) days of request therefor.  The claimant in 
such enforcement action, if successful in whole or in part, shall be entitled 
to be paid also the expense of prosecuting his claim.  In connection with any 
claim for indemnification, the corporation shall be entitled to raise as a 
defense to any such action that the claimant has not met the standards of 
conduct that make it permissible under the Delaware General Corporation Law 
or any other applicable law for the corporation to indemnify the claimant for 
the amount claimed. In connection with any claim by an executive officer of 
the corporation (except in any action, suit or proceeding, whether civil, 
criminal, administrative or investigative, by reason of the fact that such 
executive officer is or was a director of the corporation) for advances, the 
corporation shall be entitled to raise a defense as to any such action clear 
and convincing evidence that such 


                                      17.



person acted in bad faith or in a manner that such person did not believe to 
be in or not opposed to the best interests of the corporation, or with 
respect to any criminal action or proceeding that such person acted without 
reasonable cause to believe that his conduct was lawful. Neither the failure 
of the corporation (including its Board of Directors, independent legal 
counsel or its stockholders) to have made a determination prior to the 
commencement of such action that indemnification of the claimant is proper in 
the circumstances because he has met the applicable standard of conduct set 
forth in the Delaware General Corporation Law or any other applicable law, 
nor an actual determination by the corporation (including its Board of 
Directors, independent legal counsel or its stockholders) that the claimant 
has not met such applicable standard of conduct, shall be a defense to the 
action or create a presumption that claimant has not met the applicable 
standard of conduct. In any suit brought by a director or executive officer 
to enforce a right to indemnification or to an advancement of expenses 
hereunder, the burden of proving that the director or executive officer is 
not entitled to be indemnified, or to such advancement of expenses, under 
this Article XI or otherwise shall be on the corporation.

               (e)    NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any 
person by this Bylaw shall not be exclusive of any other right which such 
person may have or hereafter acquire under any applicable statute, provision 
of the Certificate of Incorporation, Bylaws, 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 office.  The 
corporation is specifically authorized to enter into individual contracts 
with any or all of its directors, officers, employees or agents respecting 
indemnification and advances, to the fullest extent not prohibited by the 
Delaware General Corporation Law or any other applicable law.

               (f)    SURVIVAL OF RIGHTS.  The rights conferred on any person 
by this Bylaw shall continue as to a person who has ceased to be a director, 
officer, employee or other agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

               (g)    INSURANCE.  To the fullest extent permitted by the 
Delaware General Corporation Law or any other applicable law, the 
corporation, upon approval by the Board of Directors, may purchase insurance 
on behalf of any person required or permitted to be indemnified pursuant to 
this Bylaw.

               (h)    AMENDMENTS.  Any repeal or modification of this Bylaw 
shall only be prospective and shall not affect the rights under this Bylaw in 
effect at the time of the alleged occurrence of any action or omission to act 
that is the cause of any proceeding against any agent of the corporation.

               (i)    SAVING CLAUSE.  If this Bylaw or any portion hereof 
shall be invalidated on any ground by any court of competent jurisdiction, 
then the corporation shall nevertheless indemnify each director and executive 
officer to the full extent not prohibited by any applicable portion of this 
Bylaw that shall not have been invalidated, or by any other applicable law. 
If this Section 43 shall be invalid due to the application of the 
indemnification provisions of another jurisdiction, then the corporation 
shall indemnify each director and executive officer to the full extent under 
any other applicable law.


                                      18.



               (j)    CERTAIN DEFINITIONS.  For the purposes of this Bylaw, 
the following definitions shall apply:

                      (i)     The term 'proceeding' shall be broadly 
construed and shall include, without limitation, the investigation, 
preparation, prosecution, defense, settlement, arbitration and appeal of, and 
the giving of testimony in, any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or investigative.

                      (ii)    The term 'expenses' shall be broadly construed 
and shall include, without limitation, court costs, attorneys' fees, witness 
fees, fines, amounts paid in settlement or judgment and any other costs and 
expenses of any nature or kind incurred in connection with any proceeding.

                      (iii)   The term 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 had 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 Bylaw with respect to 
the resulting or surviving corporation as he would have with respect to such 
constituent corporation if its separate existence had continued. 

                      (iv)    References to a 'director,' 'executive 
officer,' 'officer,' 'employee,' or 'agent' of the corporation shall include, 
without limitation, situations where such person is serving at the request of 
the corporation as, respectively, a director, executive officer, officer, 
employee, trustee or agent of another corporation, partnership, joint 
venture, trust or other enterprise.

                      (v)     References to 'other enterprises' shall include 
employee benefit plans; references to 'fines' shall include any excise taxes 
assessed on a person with respect to an 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 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 Bylaw.

                                     ARTICLE XII

                                       NOTICES

       SECTION 44.    NOTICES.

               (a)    NOTICE TO STOCKHOLDERS.  Whenever, under any provisions 
of these Bylaws, notice is required to be given to any stockholder, it shall 
be given in writing, timely and 


                                      19.



duly deposited in the United States mail, postage prepaid, and addressed to 
his last known post office address as shown by the stock record of the 
corporation or its transfer agent.  

               (b)    NOTICE TO DIRECTORS.  Any notice required to be given 
to any director may be given by the method stated in subsection (a), or by 
overnight delivery service, facsimile, telex or telegram, except that such 
notice other than one which is delivered personally shall be sent to such 
address as such director shall have filed in writing with the Secretary, or, 
in the absence of such filing, to the last known post office address of such 
director.

               (c)    AFFIDAVIT OF MAILING.  An affidavit of mailing, 
executed by a duly authorized and competent employee of the corporation or 
its transfer agent appointed with respect to the class of stock affected, 
specifying the name and address or the names and addresses of the stockholder 
or stockholders, or director or directors, to whom any such notice or notices 
was or were given, and the time and method of giving the same, shall in the 
absence of fraud, be prima facie evidence of the facts therein contained.  

               (d)    TIME NOTICES DEEMED GIVEN.  All notices given by mail 
or by overnight delivery service, as above provided, shall be deemed to have 
been given as at the time of mailing, and all notices given by facsimile, 
telex or telegram shall be deemed to have been given as of the sending time 
recorded at time of transmission.

               (e)    METHODS OF NOTICE.  It shall not be necessary that the 
same method of giving notice be employed in respect of all directors, but one 
permissible method may be employed in respect of any one or more, and any 
other permissible method or methods may be employed in respect of any other 
or others.

               (f)    FAILURE TO RECEIVE NOTICE.  The period or limitation of 
time within which any stockholder may exercise any option or right, or enjoy 
any privilege or benefit, or be required to act, or within which any director 
may exercise any power or right, or enjoy any privilege, pursuant to any 
notice sent him in the manner above provided, shall not be affected or 
extended in any manner by the failure of such stockholder or such director to 
receive such notice.

               (g)    NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. 
Whenever notice is required to be given, under any provision of law or of the 
Certificate of Incorporation or Bylaws of the corporation, to any person with 
whom communication is unlawful, the giving of such notice to such person 
shall not be required and there shall be no duty to apply to any governmental 
authority or agency for a license or permit to give such notice to such 
person. Any action or meeting which shall be taken or held without notice to 
any such person with whom communication is unlawful shall have the same force 
and effect as if such notice had been duly given.  In the event that the 
action taken by the corporation is such as to require the filing of a 
certificate under any provision of the Delaware General Corporation Law, the 
certificate shall state, if such is the fact and if notice is required, that 
notice was given to all persons entitled to receive notice except such 
persons with whom communication is unlawful.

               (h)    NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever 
notice is required to be given, under any provision of law or the Certificate 
of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) 
notice of two consecutive annual meetings, and 


                                      20.



all notices of meetings or of the taking of action by written consent without 
a meeting to such person during the period between such two consecutive 
annual meetings, or (ii) all, and at least two, payments (if sent by first 
class mail) of dividends or interest on securities during a twelve-month 
period, have been mailed addressed to such person at his address as shown on 
the records of the corporation and have been returned undeliverable, the 
giving of such notice to such person shall not be required.  Any action or 
meeting which shall be taken or held without notice to such person shall have 
the same force and effect as if such notice had been duly given.  If any such 
person shall deliver to the corporation a written notice setting forth his 
then current address, the requirement that notice be given to such person 
shall be reinstated.  In the event that the action taken by the corporation 
is such as to require the filing of a certificate under any provision of the 
Delaware General Corporation Law, the certificate need not state that notice 
was not given to persons to whom notice was not required to be given pursuant 
to this paragraph.  

                                     ARTICLE XIII

                                      AMENDMENTS

       SECTION 45.    AMENDMENTS.  Subject to paragraph (h) of Section 43 of 
the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the 
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of 
the voting power of all of the then-outstanding shares of the voting stock of 
the corporation entitled to vote.  The Board of Directors shall also have the 
power to adopt, amend, or repeal the Bylaws.

                                     ARTICLE XIV

                                  LOANS TO OFFICERS

       SECTION 46.    LOANS TO OFFICERS.  The corporation may lend money to, 
or guarantee any obligation of, or otherwise assist any officer or other 
employee of the corporation or of its subsidiaries, including any officer or 
employee who is a director of the corporation or its subsidiaries, whenever, 
in the judgment of the Board of Directors, such loan, guarantee or assistance 
may reasonably be expected to benefit the corporation.  The loan, guarantee 
or other assistance may be with or without interest and may be unsecured, or 
secured in such manner as the Board of Directors shall approve, including, 
without limitation, a pledge of shares of stock of the corporation.  Nothing 
in these Bylaws shall be deemed to deny, limit or restrict the powers of 
guaranty or warranty of the corporation at common law or under any statute.


                                      21.