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Published: 2008-03-26

Bylaws - The Estee Lauder Cos. Inc.



                           AMENDED AND RESTATED BYLAWS

                                       OF

                         THE ESTEE LAUDER COMPANIES INC.
                            (a Delaware corporation)

                      (As adopted by the Board of Directors
             of the Corporation, and effective on September 6, 1999)


                                   ARTICLE I.

                                     OFFICES

         SECTION 1. Registered Office. The registered office of The Estee Lauder
Companies Inc. (the 'Corporation') in the State of Delaware shall be at 1013
Centre Road, in the City of Wilmington, County of New Castle and its registered
agent at such address shall be Corporation Services Company or such other office
or agent as the Board of Directors of the Corporation (the 'Board') shall from
time to time select.

         SECTION 2. Other Offices. The Corporation may also have an office or
offices, and keep the books and records of the Corporation, except as may
otherwise be required by law, at such other place or places, either within or
without the State of Delaware, as the Board may from time to time determine or
the business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. Place of Meeting. All meetings of the stockholders of the
Corporation shall be held at the office of the Corporation or at such other
places, within or without the State of Delaware, as may from time to time be
fixed by the Board.

         SECTION 2. Annual Meetings. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such date and time,
within or without the State of Delaware, as the Board shall determine.

         SECTION 3. Special Meetings. Except as otherwise required by law or the
Restated Certificate of Incorporation of the Corporation (the 'Certificate'),
special meetings of the stockholders for any purpose or purposes may be called
by the Chairman of the Board or a majority of the entire Board. Only such
business as is specified in the notice of any special meeting of the
stockholders shall come before such meeting.


                                  1

         SECTION 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of the stockholders, whether annual or special,
shall be given, either by personal delivery or by mail, not less than 10 nor
more than 60 days before the date of the meeting to each stockholder of record
entitled to notice of the meeting. If mailed, such notice shall be deemed given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. Each such notice shall state the place, date and hour of the
meeting, and the purpose or purposes for which the meeting is called. Notice of
any meeting of stockholders shall not be required to be given to any stockholder
who shall attend such meeting in person or by proxy without protesting, prior to
or at the commencement of the meeting, the lack of proper notice to such
stockholder, or who shall sign a written waiver of notice thereof, whether
before or after such meeting. Notice of adjournment of a meeting of stockholders
need not be given if the time and place to which it is adjourned are announced
at such meeting, unless the adjournment is for more than 30 days or, after
adjournment, a new record date is fixed for the adjourned meeting.

         SECTION 5. Quorum. Except as otherwise provided by law or by the
Certificate, the holders of a majority of the votes entitled to be cast by the
stockholders entitled to vote generally, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders; provided, however, that in the case of any vote to be taken by
classes, the holders of a majority of the votes entitled to be cast by the
stockholders of a particular class shall constitute a quorum for the transaction
of business by such class. When a quorum is once present it is not broken by the
subsequent withdrawal of any stockholder.

         SECTION 6. Adjournments. The chairman of the meeting or the holders of
a majority of the votes entitled to be cast by the stockholders who are present
in person or by proxy may adjourn the meeting from time to time whether or not a
quorum is present. In the event that a quorum does not exist with respect to any
vote to be taken by a particular class, the chairman of the meeting or the
holders of a majority of the votes entitled to be cast by the stockholders of
such class who are present in person or by proxy may adjourn the meeting with
respect to the vote(s) to be taken by such class. At such adjourned meeting at
which a quorum may be present, any business may be transacted which might have
been transacted at the meeting as originally called.

         SECTION 7. Order of Business. (a) At each meeting of the stockholders,
the Chairman of the Board or, in the absence of the Chairman of the Board, such
person as shall be selected by the Board shall act as chairman of the meeting.
The order of business at each such meeting shall be as determined by the
chairman of the meeting. The chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for the proper conduct of the
meeting, including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the Corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof, and the opening
and closing of the voting polls.

         (b) At any annual meeting of stockholders, only such business shall be
conducted as shall have been brought before the annual meeting (i) by or at the
direction of the chairman of the meeting, (ii) pursuant to the notice provided
for in Section 4 of this Article II or


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(iii) by any stockholder who is a holder of record at the time of the giving of
such notice provided for in this Section 7, who is entitled to vote at the
meeting and who complies with the procedures set forth in this Section 7.

         (c) For business properly to be brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation (the 'Secretary') and such
business must be a proper matter for stockholder action under the Delaware
General Corporation Law ('DGCL'). To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the date on which the Corporation first mailed its proxy
materials for the preceding year's annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than 30 days
prior to or delayed by more than 60 days after the first anniversary of the
preceding year's annual meeting of stockholders, notice by the stockholder to be
timely must be so delivered not earlier than the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. To be in proper written
form, a stockholder's notice to the Secretary shall set forth in writing as to
each matter the stockholder proposes to bring before the annual meeting: (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (ii)
the name and address of the stockholder proposing such business and all persons
or entities acting in concert with the stockholder; (iii) the class and number
of shares of the Corporation which are beneficially owned by the stockholder and
all persons or entities acting in concert with such stockholder; and (iv) any
material interest of the stockholder in such business. The foregoing notice
requirements shall be deemed satisfied by a stockholder if the stockholder has
notified the Corporation of his or her intention to present a proposal at an
annual meeting and such stockholder's proposal has been included in a proxy
statement that has been prepared by management of the Corporation to solicit
proxies for such annual meeting; provided, however, that if such stockholder
does not appear or send a qualified representative to present such proposal at
such annual meeting, the Corporation need not present such proposal for a vote
at such meeting, notwithstanding that proxies in respect of such vote may have
been received by the Corporation. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 7. The chairman of an
annual meeting shall, if the facts warrant, determine that business was not
properly brought before the annual meeting in accordance with the provisions of
this Section 7 and, if the chairman should so determine, the chairman shall so
declare to the annual meeting and any such business not properly brought before
the annual meeting shall not be transacted.

         SECTION 8. List of Stockholders. It shall be the duty of the Secretary
or other officer who has charge of the stock ledger to prepare and make, at
least 10 days before each meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
such stockholder's name. Such list shall be produced and kept available at the
times and places required by law.


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         SECTION 9. Voting. (a) Except as otherwise provided by law or by the
Certificate, each stockholder of record of any class or series of capital stock
of the Corporation shall be entitled at each meeting of stockholders to such
number of votes for each share of such stock as may be fixed in the Certificate
or in the resolution or resolutions adopted by the Board providing for the
issuance of such stock, registered in such stockholder's name on the books of
the Corporation:

                  (i) on the date fixed pursuant to Section 6 of Article VII of
these Bylaws as the record date for the determination of stockholders entitled
to notice of and to vote at such meeting; or

                  (ii) if no such record date shall have been so fixed, then at
the close of business on the day next preceding the day on which notice of such
meeting 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.

         (b) Each stockholder entitled to vote at any meeting of stockholders
may authorize not in excess of three persons to act for such stockholder by
proxy. Any such proxy shall be delivered to the secretary of such meeting at or
prior to the time designated for holding such meeting. No such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period.

         (c) At each meeting of the stockholders, all corporate actions to be
taken by vote of the stockholders (except as otherwise required by law and
except as otherwise provided in the Certificate or these Bylaws) shall be
authorized by a majority of the votes cast affirmatively or negatively by the
stockholders, and where a separate vote by class is required, a majority of the
votes cast affirmatively or negatively by the stockholders of such class shall
be the act of such class.

         (d) Unless required by law or determined by the chairman of the meeting
to be advisable, the vote on any matter, including the election of directors,
need not be by written ballot. In the case of a vote by written ballot, each
ballot shall be signed by the stockholder voting, or by such stockholder's
proxy.

         (e) Any action required or permitted to be taken at any meeting of
stockholders may, except as otherwise required by law or the Certificate, be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
record of the issued and outstanding capital stock of the Corporation having a
majority of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted, and
the writing or writings are filed with the permanent records of the Corporation.
Prompt notice of the taking of corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

         SECTION 10. Inspectors. The chairman of the meeting may appoint one or
more inspectors to act at any meeting of stockholders. If appointed, such
inspectors shall perform such duties as shall be required by law and as shall be
specified by the chairman of the meeting. Inspectors need not be stockholders.
No director or nominee for the office of director shall be appointed such
inspector.


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                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board, 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 directed or required to be exercised or done by the
stockholders.

         SECTION 2. Number, Qualification and Election. (a) Except as otherwise
fixed by or pursuant to the provisions of Article IV of the Certificate relating
to the rights of the holders of any class or series of stock having preference
over the common stock of the Corporation as to dividends or upon liquidation,
the number of directors of the Corporation shall be determined from time to time
by the Board by the affirmative vote of directors constituting at least a
majority of the entire Board. The use of the phrase 'entire board' herein refers
to the total number of directors which the Corporation would have if there were
no vacancies.

         (b) At the first annual meeting of stockholders of the Corporation held
after the consummation of the initial offering and sale by the Corporation of
shares of common stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended, the directors, other than those who may be
elected by the holders of shares of any class or series of stock having a
preference over the common stock of the Corporation as to dividends or upon
liquidation pursuant to the terms of Article IV of the Certificate or any
resolution or resolutions providing for the issuance of such stock adopted by
the Board, shall be divided into three classes, designated Class I, Class II and
Class III. Initially, Class I directors shall be elected for a one-year term,
Class II directors for a two-year term, and Class III directors for a three-year
term. At each succeeding annual meeting of the stockholders beginning at the
annual meeting after such first meeting, successors to the class of directors
whose term expires at that meeting shall be elected for a three-year term. Any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected, subject, however, to his or her
prior death, resignation, retirement or removal from office.

         (c) Each director shall be at least 18 years of age. Directors need not
be stockholders of the Corporation.

         (d) In any election of directors held at a meeting of stockholders, the
persons receiving a plurality of the votes cast by the stockholders entitled to
vote thereon at such meeting who are present or represented by proxy, up to the
number of directors to be elected in such election, shall be deemed elected.


                                  5

         SECTION 3. Notification of Nomination. Subject to the rights of the
holders of any class or series of stock having a preference over the common
stock as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board or by any stockholder who is a stockholder of
record at the time of giving of the notice of nomination provided for in this
Section 3 of this Article III and who is entitled to vote for the election of
directors. Any stockholder of record entitled to vote for the election of
directors at a meeting may nominate persons for election as directors only if
timely written notice of such stockholder's intent to make such nomination is
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation (i)
with respect to an election to be held at an annual meeting of stockholders, not
less than 60 days nor more than 90 days prior to the first anniversary of the
date on which the Corporation first mailed its proxy materials for the preceding
year's annual meeting of stockholders; provided, however, that if the date of
the annual meeting is advanced more than 30 days prior to or delayed by more
than 60 days after the first anniversary of the preceding year's annual meeting
of stockholders, notice by the stockholder to be timely must be so delivered not
earlier than the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, not earlier than
the 120th day prior to such special meeting and not later than the close of
business on the later of the 90th day prior to such special meeting or the 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 to be selected at
such meeting. Each such notice shall set forth: (i) the name and address of the
stockholder who intends to make the nomination, of all persons or entities
acting in concert with the stockholder, and of the person or persons to be
nominated; (ii) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (iii)a description of all arrangements or understandings between
the stockholder and each nominee and any other person or entities acting in
concert with the stockholder (naming such person or entities) pursuant to which
the nomination or nominations are to be made by the stockholder; (iv) such other
information regarding each nominee proposed by the stockholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated, by the Board; (v) the class and number of shares of
the Corporation that are beneficially owned by the stockholder and all persons
or entities acting in concert with the stockholder; and (vi) the consent of each
nominee to being named in a proxy statement as nominee and to serve as a
director of the Corporation if so elected. Only persons nominated in accordance
with this Section shall be qualified to serve as directors. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure. Only such persons who are nominated in
accordance with the procedures set forth in this Section 3 of this Article III
shall be eligible to serve as directors of the Corporation.

         Notwithstanding anything in the third sentence of this Section 3 of
Article III to the contrary, in the event that the number of directors to be
elected to the Board is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased Board made
by the Corporation at least 70 days prior to the first anniversary of date on


                                  6

which the Corporation first mailed its proxy materials for the preceding year's
annual meeting of stockholders, a stockholder's notice required by these Bylaws
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 10th day following the day on which such public announcement is
first made by the Corporation.

         For purposes of the Bylaws, 'public announcement' shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the company
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Securities Exchange Act of 1934, as amended.

         SECTION 4. Quorum and Manner of Acting. Except as otherwise provided by
law, the Certificate or these Bylaws, a majority of the entire Board shall
constitute a quorum for the transaction of business at any meeting of the Board,
and, except as so provided, the vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board. The
chairman of the meeting or a majority of the directors present may adjourn the
meeting to another time and place whether or not a quorum is present. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.

         SECTION 5. Place of Meeting. The Board may hold its meetings at such
place or places within or without the State of Delaware as the Board may from
time to time determine or as shall be specified or fixed in the respective
notice or waivers of notice thereof.

         SECTION 6. Regular Meetings. Regular meetings of the Board shall be
held at such times and places as the Chairman of the Board or the Board shall
from time to time by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday under the laws of the place where the meeting
is to be held, the meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day.

         SECTION 7. Special Meetings. Special meetings of the Board shall be
held whenever called by the Chairman of the Board or by a majority of the
directors then in office.

         SECTION 8. Notice of Meetings. Notice of regular meetings of the Board
or of any adjourned meeting thereof need not be given. Notice of each special
meeting of the Board shall be given by overnight delivery service or mailed to
each director, in either case addressed to such director at such director's
residence or usual place of business, at least two days before the day on which
the meeting is to be held or shall be sent to such director at such place by
telegraph or telecopy or be given personally or by telephone, not later than the
day before the meeting is to be held, but notice need not be given to any
director who shall, either before or after the meeting, submit a signed waiver
of such notice or who shall attend such meeting other than for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened. Every such
notice shall state the time and place but need not state the purpose of the
meeting.


                                  7

         SECTION 9. Organization. At all meetings of the Board, the Chairman, if
any, or if none or in the Chairman's absence or inability to act the President,
or in the President's absence or inability to act any Vice-President who is a
member of the Board of Directors, or in such Vice-President's absence or
inability to act a chairman chosen by the directors, shall preside. The
Secretary of the Corporation shall act as secretary at all meetings of the Board
when present, and, in the Secretary's absence, the presiding officer may appoint
any person to act as secretary.

         SECTION 10. Rules and Regulations. The Board may adopt such rules and
regulations not inconsistent with the provisions of law, the Certificate or
these Bylaws for the conduct of its meetings and management of the affairs of
the Corporation as the Board may deem proper.

         SECTION 11. Participation in Meeting by Means of Communication
Equipment. Any one or more members of the Board or any committee thereof may
participate in any meeting of the Board or of any such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

         SECTION 12. Action without Meeting. Any action required or permitted to
be taken at any meeting of the Board or any committee thereof may be taken
without a meeting if all of the members of the Board or of any such committee
consent thereto in writing and the writing or writings are filed with the
minutes or proceedings of the Board or of such committee.

         SECTION 13. Resignations. Any director of the Corporation may at any
time resign by giving written notice to the Board, the Chairman of the Board,
the President or the Secretary. Such resignation shall take effect at the time
specified therein or, if the time be not specified therein, upon receipt
thereof; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 14. Removal of Directors. Any director (including all members
of the Board) may be removed from office at any time, but only by the
affirmative vote of the holders of at least 75% of the voting power of all of
the shares of capital stock of the Corporation then entitled to vote generally
in the election of directors, voting together as a single class; provided,
however, that after the election of directors in accordance with the provisions
of Section 2(b) of this Article III, such removal shall be only for cause. For
the purposes of this Section 14, 'cause' shall mean the wilful failure of a
director to substantially perform such director's duties to the Corporation
(other than any such failure resulting from incapacity due to physical or mental
illness) or the wilful engaging by a director in gross misconduct injurious to
the Corporation.

         SECTION 15. Vacancies. Except as otherwise required by law and subject
to the rights of the holders of any class or series of stock having a preference
over the common stock of the Corporation as to dividends or upon liquidation,
any vacancy in the Board for any reason and any newly created directorship
resulting by reason of any increase in the number of directors may be filled
only by the Board (and not by the stockholders), by resolution adopted by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a


                                  8

quorum (or by a sole remaining director); provided, however, that if not so
filled, any such vacancy shall be filled by the stockholders at the next annual
meeting or at a special meeting called for that purpose. Any director so
appointed shall hold office until the next meeting of stockholders at which
directors of the class for which such director has been chosen are to be elected
and until his or her successor is elected and qualified.

         SECTION 16. Compensation. Each director, in consideration of such
person serving as a director, shall be entitled to receive from the Corporation
such amount per annum and such fees for attendance at meetings of the Board or
of committees of the Board, or both, as the Board shall from time to time
determine. In addition, each director shall be entitled to receive from the
Corporation reimbursement for the reasonable expenses incurred by such person in
connection with the performance of such person's duties as a director. Nothing
contained in this Section 16 of this Article III shall preclude any director
from serving the Corporation or any of its subsidiaries in any other capacity
and receiving proper compensation therefor.

         SECTION 17. Director Emeritus. The Board may at any meeting duly
convened elect as Director Emeritus any person who has, in the opinion of the
Board, given long and meritorious service as a member of the Board. A Director
Emeritus shall be entitled to attend and participate in any meeting of the
Board; provided, however, that a Director Emeritus shall not be entitled to vote
at any such meeting and shall not be included in the calculation of a quorum at
any such meeting; and provided, further, that notice of any meeting of the Board
shall not be required be given to a Director Emeritus.


                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

         SECTION 1. Establishment of Committees of the Board of Directors;
Election of Members of Committees of the Board of Directors; Functions of
Committees of the Board of Directors. The Board may, in accordance with and
subject to the DGCL, from time to time establish committees of the Board to
exercise such powers and authorities of the Board, and to perform such other
functions, as the Board may from time to time determine.

         SECTION 2. Procedure; Meetings; Quorum. Regular meetings of committees
of the Board, of which no notice shall be necessary, may be held at such times
and places as shall be fixed by resolution adopted by a majority of the members
thereof. Special meetings of any committee of the Board shall be called at the
request of a majority of the members thereof. Notice of each special meeting of
any committee of the Board shall be given by overnight delivery service or
mailed to each member, in either case addressed to such member at such member's
residence or normal place of business, at least two days before the day on which
the meeting is to be held or shall be sent to such members at such place by
telegraph or telecopy or be given personally or by telephone, not later than the
day before the meeting is to be held, but notice need not be given to any member
who shall, either before or after the meeting, submit a signed waiver of such
notice or who shall attend such meeting other than for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting


                                  9


was not lawfully called or convened. Any special meeting of any committee of the
Board shall be a legal meeting without any notice thereof having been given, if
all the members thereof shall be present thereat. Notice of any adjourned
meeting of any committee of the Board need not be given. Any committee of the
Board may adopt such rules and regulations not inconsistent with the provisions
of law, the Certificate or these Bylaws for the conduct of its meetings as such
committee of the Board may deem proper. A majority of the members of any
committee of the Board shall constitute a quorum for the transaction of business
at any meeting, and the vote of a majority of the members thereof present at any
meeting at which a quorum is present shall be the act of such committee. Each
committee of the Board shall keep written minutes of its proceedings and shall
report on such proceedings to the Board.

         SECTION 3. Action by Written Consent. Any action required or permitted
to be taken at any meeting of any committee of the Board may be taken without a
meeting if all the members of the committee consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the committee.

         SECTION 4. Term; Termination. In the event any person shall cease to be
a director of the Corporation, such person shall simultaneously therewith cease
to be a member of any committee appointed by the Board.


                                    ARTICLE V

                                    OFFICERS

         SECTION 1. Number; Term of Office. The Board shall elect the officers
of the Corporation, which shall include a President and a Secretary, and may
include, by election or appointment, one of more Vice-Presidents (any one or
more of whom may be given an additional designation of rank, such as 'Executive
Vice-President' or 'Senior Vice-President,' or function), a Treasurer and such
Assistant Secretaries, such Assistant Treasurers and such other officers as the
Board may from time to time deem proper. Each officer shall have such powers and
duties as may be prescribed by these Bylaws and as may be assigned by the Board
or the President. Any two or more offices may be held by the same person except
the offices of President and Secretary; provided, however, that no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law, the Certificate or these Bylaws to be executed,
acknowledged or verified by two or more officers. The Board may from time to
time authorize any officer to appoint and remove any such other officers and
agents and to prescribe their powers and duties. The Board may require any
officer or agent to give security for the faithful performance of such person's
duties.

         SECTION 2. Term of Office; Removal; Remuneration. Each officer shall
hold office for such term as may be prescribed by the Board and until such
person's successor shall have been chosen and shall qualify, or until such
person's death or resignation, or until such person's removal in the manner
hereinafter provided. Any officer may be removed, either with or without cause,
by the Board.


                                  10

         SECTION 3. Resignation. Any officer may resign at any time by giving
notice to the Board, the President or the Secretary. Any such resignation shall
take effect at the date of receipt of such notice or at any later date specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal or any other cause may be filled for the unexpired portion
of the term by the Board.

         SECTION 5. Chairman of the Board; Powers and Duties. The Chairman of
the Board shall be the Chief Executive Officer of the Corporation. Subject to
the control of the Board, the Chairman of the Board shall supervise and direct
generally all the business and affairs of the Corporation. The Chairman of the
Board shall preside at all meetings of the stockholders and the Board. Any
document may be signed by the Chairman of the Board or any other person who may
be thereunto authorized by the Board or the Chairman of the Board. The Chairman
of the Board may appoint such assistant officers as are deemed necessary.

         SECTION 6. President; Chief Executive Officer; Executive Vice
Presidents, Senior Vice Presidents and Vice Presidents; Powers and Duties. The
President shall be the chief operating officer of the Corporation. The Chief
Executive Officer, the President and each Executive Vice President, each Senior
Vice President, and each Vice President shall have such powers and perform such
duties as may be assigned by the Board or the Chairman of the Board. In case of
the absence or disability of the Chairman of the Board or a vacancy in the
office, the President, an Executive Vice President, a Senior Vice President, or
a Vice President designated by the Chairman of the Board or the Board shall
exercise all the powers and perform all the duties of the Chairman of the Board.
The Board may elect one or more persons to be the President and/or Chief
Executive Officer of a division or business unit of the Corporation.

         SECTION 7. Secretary and Assistant Secretary; Powers and Duties. The
Secretary shall attend all meetings of the stockholders and the Board and shall
keep the minutes for such meetings in one or more books provided for that
purpose. The Secretary shall be custodian of the corporate records, except those
required to be in the custody of the Treasurer or the Controller, shall keep the
seal of the Corporation, and shall execute and affix the seal of the Corporation
to all documents duly authorized for execution under seal on behalf of the
Corporation, and shall perform all of the duties incident to the office of
Secretary, as well as such other duties as may be assigned by the Chairman of
the Board or the Board.

         The Assistant Secretaries shall perform such of the Secretary's duties
as the Secretary shall from time to time direct. In case of the absence or
disability of the Secretary or a vacancy in the office, an Assistant Secretary
designated by the Chairman of the Board or by the Secretary, if the office is
not vacant, shall perform the duties of the Secretary.

         SECTION 8. Chief Financial Officer; Powers and Duties. The Chief
Financial Officer shall be responsible for maintaining the financial integrity
of the Corporation, shall prepare the financial plans for the Corporation, and
shall monitor the financial performance of


                                  11

the Corporation and its subsidiaries, as well as performing such other duties as
may be assigned by the Chairman of the Board or the Board.

         SECTION 9. Treasurer and Assistant Treasurers; Powers and Duties. The
Treasurer shall have care and custody of the funds and securities of the
Corporation, shall deposit such funds in the name and to the credit of the
Corporation with such depositories as the Treasurer shall approve, shall
disburse the funds of the Corporation for proper expenses and dividends, and as
may be ordered by the Board, taking proper vouchers for such disbursements. The
Treasurer shall perform all of the duties incident to the office of Treasurer,
as well as such other duties as may be assigned by the Chairman of the Board or
the Board.

         The Assistant Treasurers shall perform such of the Treasurer's duties
as the Treasurer shall from time to time direct. In case of the absence or
disability of the Treasurer or a vacancy in the office, an Assistant Treasurer
designated by the Chairman of the Board or by the Treasurer, if the office is
not vacant, shall perform the duties of the Treasurer.

         SECTION 10. General Counsel; Powers and Duties. The General Counsel
shall be a licensed attorney at law and shall be the chief legal officer of the
Corporation. The General Counsel shall have such power and exercise such
authority and provide such counsel to the Corporation as deemed necessary or
desirable to enforce the rights and protect the property and integrity of the
Corporation, shall also have the power, authority, and responsibility for
securing for the Corporation all legal advice, service, and counselling, and
shall perform all of the duties incident to the office of General Counsel, as
well as such other duties as may be assigned by the Chairman of the Board or the
Board.

         SECTION 11. Controller and Assistant Controllers; Powers and Duties.
The Controller shall be the chief accounting officer of the Corporation and
shall keep and maintain in good and lawful order all accounts required by law
and shall have sole control over, and ultimate responsibility for, the accounts
and accounting methods of the Corporation and the compliance of the Corporation
with all systems of accounts and accounting regulations prescribed by law. The
Controller shall audit, to such extent and at such times as may be required by
law or as the Controller may think necessary, all accounts and records of
corporate funds or property, by whomsoever kept, and for such purposes shall
have access to all such accounts and records. The Controller shall make and sign
all necessary and proper accounting statements and financial reports of the
Corporation, and shall perform all of the duties incident to the office of
Controller, as well as such other duties as may be assigned by the Chairman of
the Board or the Board.

         The Assistant Controllers shall perform such of the Controller's duties
as the Controller shall from time to time direct. In case of the absence or
disability of the Controller or a vacancy in the office, an Assistant Controller
designated by the Chairman of the Board or the Controller, if the office is not
vacant, shall perform the duties of the Controller.

         SECTION 12. Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board, or an authorized committee thereof, or in such
manner as the Board, or any authorized committee thereof, shall provide. No
officer shall be disqualified from receiving a salary by reason of also being a
director of the Corporation.


                                  12

                                   ARTICLE VI

                                 INDEMNIFICATION

         SECTION 1. Scope of Indemnification. (a) Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a 'proceeding'), by reason of the fact that he or she
is or was a director, 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 or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an 'indemnitee'), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in Section 3 of this Article VI with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board.

         (b) If an indemnitee is not entitled to indemnification with respect to
a portion of any liabilities to which such person may be subject, the
Corporation shall nonetheless indemnify such indemnitee to the maximum extent
for the remaining portion of the liabilities.

         (c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the indemnitee is not entitled to
indemnification.

         (d) To the extent permitted by law, the payment of indemnification
provided for by this Article, including the advancement of expenses pursuant to
Section 2 of this Article VI, with respect to proceedings other than those
brought by or in the right of the Corporation, shall be subject to the
conditions that the indemnitee shall give the Corporation prompt notice of any
proceeding, that the Corporation shall have complete charge of the defense of
such proceeding and the right to select counsel for the indemnitee, and that the
indemnitee shall assist and cooperate fully in all matters respecting the
proceeding and its defense or settlement. The Corporation may waive any or all
of the conditions set forth in the preceding sentence. Any such waiver shall be
applicable only to the specific payment for which the waiver is made and shall
not in any way obligate the Corporation to grant such waiver at any future time.
In the event of a conflict of interest between the indemnitee a the indemnitee
under the rules of professional conduct applicable to attorneys, it


                                  13

shall be the policy of the Corporation to waive any or all of the foregoing
conditions subject to such limitations or conditions as the Corporation shall
deem to be reasonable in the circumstances.

         SECTION 2. Advancing Expenses. The right to indemnification conferred
in Section 1 of this Article VI shall include the right to be paid by the
Corporation the expenses incurred in defending any proceeding for which such
right to indemnification is applicable in advance of its final disposition
(hereinafter an 'advancement of expenses'); provided, however, that, an
advancement of expenses incurred by an indemnitee shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an 'undertaking'), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a 'final adjudication') that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. No advance shall be made by the Corporation if a
determination is reasonably and promptly made by a majority vote of
disinterested directors, even if the disinterested directors constitute less
than a quorum, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs) by independent legal counsel in a
written opinion, that, based upon the facts known to the Board or counsel at the
time such determination is made, the indemnitee has acted in such a manner as to
permit or require the denial of indemnification pursuant to the provisions of
Section 1 of this Article VI.

         SECTION 3. Right of Indemnitee to Bring Suit. The rights to
indemnification and to the advancement of expenses conferred in Sections 1 and 2
of this Article VI shall be contract rights. If a claim under Sections 1 and 2
of this Article VI is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In any suit brought by (a) the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that the
indemnitee has not met the applicable standard of conduct and (b) the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Corporation shall be entitled to recover such expenses upon a
final adjudication that the indemnitee has not met any applicable standard for
indemnification set forth in the DGCL. Neither the failure of the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the DGCL, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to


                                  14

be indemnified, or to such advancement of expenses, under this Section or
otherwise shall be on the Corporation.

         SECTION 4. Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Certificate, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

         SECTION 5. Insurance, Contracts and Funding. The Corporation may
purchase and maintain insurance to protect itself and any indemnitee against any
expenses, judgments, fines and amounts payable as specified in this Article VI,
to the fullest extent permitted by applicable law as then in effect. The
Corporation may enter into contracts with any indemnitee in furtherance of the
provisions of this Article VI and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article VI.

         SECTION 6. Effects of Amendments. Neither the amendment or repeal of,
nor the adoption of a provision inconsistent with, any provision of this Article
VI (including, without limitation, this Section 6) shall adversely affect the
rights of any indemnitee under this Article VI with respect to any proceeding
commenced or threatened prior to such amendment, repeal or adoption of an
inconsistent provision.

         SECTION 7. Severability. If any provision or provisions of this Article
VI shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article VI (including, without limitation, all portions of
any paragraph of this Article VI containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article VI (including,
without limitation, all portions of any paragraph of this Article VI containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.


                                   ARTICLE VII

                                  CAPITAL STOCK

         SECTION 1. Share Ownership. (a) Holders of shares of stock of each
class of the Corporation shall be recorded on the books of the Corporation and
ownership of such stock shall be evidenced by a certificate or other form as
shall be approved by the Board. Certificates representing shares of stock of
each class shall be signed by, or in the name of, the Corporation by the
Chairman or Vice-Chairman of the Board, or the President or any Vice President
and by the Secretary or any Assistant Secretary or the Treasurer or any
Assistant Treasurer of the Corporation, and sealed with the seal of the
Corporation, which may be a facsimile thereof. Any or all such signatures and
the signatures of any transfer agent or registrar may be facsimiles. Although
any


                                  15

officer, transfer agent or registrar whose manual or facsimile signature is
affix ed to such a certificate ceases to be such officer, transfer agent or
registrar before such certificate has been issued, the certificate may
nevertheless be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar were still such at the date of its issue.

         (b) The stock ledger and blank share certificates shall be kept by the
Secretary or by a transfer agent or by a registrar or by any officer or agent
designated by the Board.

         SECTION 2. Transfer of Shares. Transfers of shares of stock of each
class of the Corporation shall be made only on the books of the Corporation by
the holder thereof, or by such holder's attorney thereunto authorized by a power
of attorney duly executed and filed with the Secretary or a transfer agent for
such stock, if any, and on surrender of the certificate or certificates, if any,
for such shares properly endorsed or accompanied by a duly executed stock
transfer power (or by proper evidence of succession, assignment or authority to
transfer) and the payment of any taxes thereon; provided, however, that the
Corporation shall be entitled to recognize and enforce any lawful restriction on
transfer. The person in whose name shares are registered on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation; provided, however, that whenever any transfer of shares shall be
made for collateral security and not absolutely, and written notice thereof
shall be given to the Secretary or to such transfer agent, such fact shall be
stated in the entry of the transfer. No transfer of shares shall be valid as
against the Corporation, its stockholders and creditors for any purpose, until
it shall have been entered in the stock records of the Corporation by an entry
showing from and to whom transferred.

         SECTION 3. Registered Stockholders and Addresses of Stockholders. (a)
The Corporation shall be entitled to recognize the exclusive right of a person
registered on its records as the owner of shares of stock 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 of stock on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by applicable law.

         (b) Each stockholder shall designate to the Secretary or transfer agent
of the Corporation an address at which notices of meetings and all other
corporate notices may be delivered or mailed to such person, and, if any
stockholder shall fail to designate such address, corporate notices may be
delivered to such person by mail directed to such person at such person's post
office address, if any, as the same appears on the stock record books of the
Corporation or at such person's last known post office address.

         SECTION 4. Lost, Stolen, Destroyed and Mutilated Certificates. The
Corporation may issue to any holder of shares of stock the certificate for which
has been lost, stolen, destroyed or mutilated a new certificate or certificates
for shares, upon the surrender of the mutilated certificate or, in the case of
loss, theft or destruction of the certificate, upon satisfactory proof of such
loss, theft or destruction. The Board, or a committee designated thereby, or the
transfer agents and registrars for the stock, may, in their discretion, require
the owner of the lost, stolen or destroyed certificate, or such person's legal
representative, to give the Corporation a bond in such sum and with such surety
or sureties as they may direct to indemnify the Corporation and 


                                       16

said transfer agents and registrars against any claim that may be made on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

         SECTION 5. Regulations. The Board may make such additional rules and
regulations as it may deem expedient concerning the issue and transfer of
certificates representing shares of stock of each class of the Corporation and
may make such rules and take such action as it may deem expedient concerning the
issue of certificates in lieu of certificates claimed to have been lost,
destroyed, stolen or mutilated.

         SECTION 6. Fixing Date for Determination of Stockholders of Record. (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, or
entitled to receive payment of any dividend or other distribution or allotment
or any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. A determination of stockholders entitled to notice of
or to vote at a meeting of the stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

         (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board. Any stockholder of record seeking to
have the stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board to fix a record
date. The Board shall promptly, but in all events within 10 days after the date
on which such a request is received, adopt a resolution fixing the record date.
If no record date has been fixed by the Board within 10 days of the date on
which such a request is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board is required by applicable law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or any officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board and prior action by the
Board is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the board adopts
the resolution taking such prior action.

         SECTION 7. Transfer Agents and Registrars. The Board may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars.


                                       17

                                  ARTICLE VIII

                                    DIVIDENDS

         Subject always to the provisions of law and the Certificate, the Board
shall have full power to determine whether any, and, if any, what part of any,
funds legally available for the payment of dividends shall be declared as
dividends and paid to stockholders; the division of the whole or any part of
such funds of the Corporation shall rest wholly within the lawful discretion of
the Board, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders as dividends
or otherwise; and 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 from time to time, in its absolute discretion, thinks 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 shall think conducive to the interest of the Corporation, and the Board
may modify or abolish any such reserve in the manner in which it was created.


                                   ARTICLE IX

                                 CORPORATE SEAL

         The Board shall provide a corporate seal which shall have inscribed
thereon the name of the Corporation and the year of its incorporation, and shall
be in such form and contain such other words and/or figures as the Board shall
determine. The corporate seal may be used by printing, engraving, lithographing,
stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.


                                    ARTICLE X

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be fixed, and shall be subject
to change, by the Board. Unless otherwise fixed by the Board, the fiscal year of
the Corporation shall be the twelve-month period beginning July 1 and ending
June 30.


                                       18

                                   ARTICLE XI

                                WAIVER OF NOTICE

         Whenever notice is required to be given by these Bylaws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.


                                   ARTICLE XII

                     BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.

         SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts
as may be authorized by the Board, the primary financial officer or any person
designated by said primary financial officer, whether or not an employee of the
Corporation, may authorize such bank accounts to be opened or maintained in the
name and on behalf of the Corporation as he may deem necessary or appropriate,
payments from such bank accounts to be made upon and according to the check of
the Corporation in accordance with the written instructions of said primary
financial officer, or other person so designated by the Treasurer.

         SECTION 2. Contracts. The Board may authorize any person or persons, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

         SECTION 3. Proxies; Powers of Attorney; Other Instruments. The
Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the rights
and powers incident to the ownership of stock by the Corporation. The Chairman,
the President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Corporation may attend
and vote at any meeting of stockholders of any company in which the Corporation
may hold stock, and may exercise on behalf of the Corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting,
or otherwise as specified in the proxy or power of attorney so authorizing any
such person. The Board, from time to time, may confer like powers upon any other
person.

         SECTION 4. Financial Reports. The Board may appoint the primary
financial officer or other fiscal officer and/or the Secretary or any other
officer to cause to be prepared and furnished to stockholders entitled thereto
any special financial notice and/or financial statement, as the case may be,
which may be required by any provision of law.


                                       19

                                  ARTICLE XIII

                                   AMENDMENTS

         The Board shall have the power to adopt, amend or repeal these Bylaws
by the affirmative vote of at least a majority of the members then in office.
The affirmative vote of the holders of not less than seventy-five (75%) of the
voting power of all shares of capital stock of the Corporation then entitled to
vote generally in the election of directors, voting as a single class shall be
required to adopt, amend or repeal these Bylaws (notwithstanding the fact that
approval by a lesser percentage may be permitted by the DGCL).


                                       20