Bylaws - The Walt Disney Co.


                                AMENDED BYLAWS

                                      OF

                            THE WALT DISNEY COMPANY

                    (hereinafter called the 'Corporation')


                                   ARTICLE I

                                    OFFICES
                                    -------

          Section 1.    Registered Office.  The registered office of the
          ---------     -----------------                               
Corporation shall be in the City of Wilmington, County of New Castle, Delaware.

          Section 2.    Principal Place of Business.  The principal place of
          ---------     ---------------------------                         
business of the Corporation is hereby fixed and located at 500 South Buena Vista
Street, Burbank, California 91521.

          Section 3.    Other Offices.  The Corporation may also have offices at
          ---------     -------------                                           
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.


                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS
                           ------------------------

          Section 1.  Place of Meetings.  Meetings of the stockholders for the
          ---------   -----------------                                       
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors (and in the case of a special
meeting, by the Board of Directors or the person calling the special meeting as
authorized by Section 3 of this Article II) and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

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          Section 2.  Annual Meetings.  The Annual Meetings of Stockholders
          ---------   ---------------                                      
shall be held on such date and at such time and place as may be fixed by the
Board of Directors and stated in the notice of the meeting, for the purpose of
electing directors and for the transaction of such other business as is properly
brought before the meeting in accordance with these Bylaws.

          Section 3.  Special Meetings.  Special meetings of stockholders, for
          ---------   ----------------                                        
any purpose or purposes, may be called by the Board of Directors, the Chairman
of the Board of Directors, or the President.  Special meetings of stockholders
may not be called by any other person or persons. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than 10 nor
more than 60 days before the date of the meeting to each stockholder entitled to
vote at such meeting, and only such business as is stated in such notice shall
be acted upon thereat.

          Section 4.  Quorum.  Except as may be otherwise provided by law or by
          ---------   ------                                                   
the Certificate of Incorporation, the holders of a majority in voting power of
the capital stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business.  If, however, such quorum
shall not be present or represented at any meeting of the stockholders, a
minority of the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented.  At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting.

          Section 5.  Voting. Unless otherwise required by law, the Certificate
          ---------   ------                                                   
of Incorporation or these Bylaws, (i) at all meetings of stockholders for the
election of directors, a plurality of votes cast shall be sufficient to elect,
and (ii) any other question brought before any meeting of stockholders shall be
decided by the vote of the holders of a majority in voting power of the stock
represented and entitled to vote thereon.  Unless otherwise provided in the
Certificate of Incorporation, each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such stockholder.  The Board of
Directors, in its discretion, or the officer of the Corporation presiding at a
meeting of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.

          Section 6.  Organization.
          ---------   ------------ 

                 (a)  All meetings of the stockholders shall be presided over by
the Chairman of the Board of Directors or, if he is not present, by the Vice
Chairman of the Board of Directors, and if he is not present, by such officer or
director as is designated by the Board of

                                      -2-

 
Directors. The Secretary of the Corporation or, if he is not present, any
Assistant Secretary or other person designated by the presiding officer shall
act as secretary of the meeting.

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

          Section 7.   List of Stockholders Entitled to Vote.  The officer of
          ---------    -------------------------------------                 
the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 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 so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

          Section 8.   Stock Ledger.  The stock ledger of the Corporation shall
          ---------    ------------                                            
be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by Section 7 of this Article II or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

          Section 9.   Inspectors of Election.  Before any meeting of
          ---------    ----------------------                        
stockholders, the Board of Directors shall appoint one or more inspectors to act
at the meeting and make a written report thereof.  The Board of Directors may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act.  If no inspector or alternate is able to act at a meeting of

                                      -3-

 
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

          The inspectors shall:

               (a)  ascertain the number of shares outstanding and the voting
     power of each,

               (b)  determine the shares represented at the meeting and the
     validity of proxies and ballots,

               (c)  count all votes and ballots,

               (d)  determine and retain for a reasonable period a record of the
     disposition of any challenges made to any determination made by the
     inspectors, and

               (e)  certify their determination of the number of shares
     represented at the meeting, and their count of all votes and ballots.

     The inspectors may appoint or retain other persons or entities to assist
the inspectors in the performance of the duties of the inspectors.  In
determining the validity and counting of proxies and ballots, the inspectors
shall act in accordance with applicable law.

          Section 10.  Notice of Stockholder Business and Nominations.
          ----------   ---------------------------------------------- 

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

               (1)  Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders only (a)
pursuant to the Corporation's notice of meeting (or any supplement thereto), (b)
by or at the direction of the Board of Directors or (c) by any stockholder of
the Corporation who was a stockholder of record of the Corporation at the time
the notice provided for in this Section 10 is delivered to the Secretary of the
Corporation, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 10.

               (2)  For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(a)(1) of this Section 10, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation and any such proposed business
other than the nomination of persons for election to the Board of Directors must
constitute a proper matter for stockholder action. To be timely, a stockholder's

                                      -4-

 
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 day nor
earlier than the close of business on the one hundred twentieth day prior to the
first anniversary of the preceding year's annual meeting (provided, however,
that in the event that the date of the annual meeting is more than thirty days
before or more than seventy days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is
first made by the Corporation). In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period (or
extend any time period) for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth: (a) as to each person whom the
stockholder proposes to nominate for election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the 'Exchange Act') and Rule 14a-11 thereunder (and
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the Bylaws of the
Corporation, the language of the proposed amendment), 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 capital stock of
the Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner, (iii) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and or by proxy at the meeting to propose such business or nomination, and (iv)
a representation whether the stockholder or the beneficial owner, if any,
intends or is part of a group which intends (a) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the Corporation's
outstanding capital stock required to approve or adopt the proposal or elect the
nominee and/or (b) otherwise to solicit proxies from stockholders in support of
such proposal or nomination. The Corporation may require any proposed nominee to
furnish such other information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.


               (3)  Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 10 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation at an
annual meeting is increased and there is no public announcement by the
Corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 10 shall also be
considered timely, but only with

                                      -5-

 
respect to nominees for the additional directorships, 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 day following the day on which such
public announcement is first made by the Corporation.


          (b)  Special Meetings of Stockholders.  Only such business shall be
               --------------------------------                              
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.  Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors of (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this Section 10 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 10.  In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (a)(2) of this
Section 10 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the one
hundred twentieth day prior to such special meeting and not later than the close
of business on the later of the ninetieth day prior to such special meeting or
the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.  In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above.

          (c)  General.  (1) Only such persons who are nominated in accordance
               -------                                                        
with the procedures set forth in this Section 10 shall be eligible to be elected
at an annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 10.  Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty (a) 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
this Section 10 (including whether the stockholder or beneficial owner, if any,
on whose behalf the nomination or proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (a)(2)(c)(iv) of this Section
10) and (b) if any proposed nomination or business was not so made or proposed
in compliance with this Section 10 to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.

                                      -6-

 
               (2)  For purposes of this Section 10, 'public announcement' shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

               (3)  Notwithstanding the foregoing provisions of this Section 10,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 10. Nothing in this Section 10 shall be deemed to affect
any rights (a) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of Preferred Stock to elect directors pursuant
to any applicable provisions of the Certificate of Incorporation.


                                  ARTICLE III

                                   DIRECTORS
                                   ---------
                                        
          Section 1.  Number and Election of Directors.  Subject to the rights,
          ---------   --------------------------------                         
if any, of holders of preferred stock of the Corporation to elect directors of
the Corporation, the Board of Directors shall consist of not less than nine nor
more than 21 members with the exact number of directors to be determined from
time to time solely by resolution duly adopted by the Board of Directors.
Directors shall be elected by a plurality of the votes cast at Annual Meetings
of stockholders, and each director so elected shall hold office as provided by
Article FIFTH of the Certificate of Incorporation.  Directors need not be
stockholders.

          Section 2. Resignation of Directors. Any director may resign at any
          ---------  ------------------------                                
time effective upon giving written notice to the Corporation, unless the notice
specifies a later time for the effectiveness of such resignation.

          Section 3.  Vacancies.  Any vacancy on the Board of Directors,
          ---------   ---------                                         
howsoever resulting, may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director.  Any
director elected to fill a vacancy shall hold office for a term as specified in
Article FIFTH of the Certificate of Incorporation.

          Section 4.  Duties and Powers.  The business of the Corporation shall
          ---------   -----------------                                        
be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

          Section 5.  Meetings.  The Board of Directors of the Corporation may
          ---------   --------                                                
hold meetings, both regular and special, either within or without the State of
Delaware. Regular

                                      -7-

 
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board of Directors, the President, or by a majority of the Board of Directors.
Notice thereof, stating the place, date and hour of the meeting, shall be given
to each director either by mail not less than four days before the date of the
meeting, or personally or by telephone, telegram, telex or similar means of
communication on 12 hours notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

          Section 6.  Quorum; Action of Board of Directors.  Except as may be
          ---------   ------------------------------------                   
otherwise specifically provided by law, the Certificate of Incorporation or
these Bylaws, at all meetings of the Board of Directors, a majority of the
entire Board of Directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors.  If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

          Section 7.  Action by Written Consent.  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 the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

          Section 8.  Meetings by Means of Conference Telephone.  Members of
          ---------   -----------------------------------------             
the Board of Directors of the Corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee by means of a 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 pursuant to this Section 8 shall
constitute presence in person at such meeting.

          Section 9.  Committees.  The Board of Directors may, by resolution
          ---------   ----------                                            
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee.  In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
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 absent or disqualified member.  Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and

                                      -8-

 
affairs of the Corporation. The Board of Directors shall have the power to
prescribe the manner in which proceedings of any such committee shall be
conducted. In the absence of any such prescription, such committee shall have
the power to prescribe the manner in which its proceedings shall be conducted.
Unless the Board of Directors or such committee shall otherwise provide, regular
and special meetings and other actions of any such committee shall be governed
by the provisions of this Article III applicable to meetings and actions of the
Board of Directors. Each committee shall keep regular minutes and report to the
Board of Directors when required.

          Section 10.  Fees and Compensation.  Directors and members of
          ----------   ---------------------                           
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board of
Directors.


                                  ARTICLE IV

                                   OFFICERS
                                   --------

          Section 1.   General.  The officers of the Corporation shall be chosen
          ---------    -------                                                  
by the Board of Directors and shall be a Chairman of the Board of Directors (who
must be a director), a President, a Secretary and a Treasurer.  The Board of
Directors, in its sole discretion, may also choose a Vice Chairman of the Board
of Directors (who must be a director), one or more Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers.  Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Certificate of Incorporation or
these Bylaws.

          Section 2.   Election.  The Board of Directors at its first meeting
          ---------    --------                                              
held after each Annual Meeting of stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time solely
by the Board of Directors, which determination may be by resolution of the Board
of Directors or in any bylaw provision duly adopted or approved by the Board of
Directors; and all officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or
removal.  Any officer elected by the Board of Directors may be removed at any
time by the Board of Directors with or without cause. Any vacancy occurring in
any office of the Corporation may be filled only by the Board of Directors.

          Section 3.   Chairman of the Board of Directors.  The Chairman of the
          ---------    ----------------------------------                      
Board of Directors shall be the Chief Executive Officer of the Corporation,
shall preside at all meetings of the Board of Directors and of stockholders and
shall, subject to the provisions of the Bylaws and the control of the Board of
Directors, have general and active management, direction, and supervision over
the business of the Corporation and over its officers.  He shall perform all
duties incident to the office of chief executive and such other duties as from
time to time may be

                                      -9-

 
assigned to him by the Board of Directors. He shall have the right to delegate
any of his powers to any other officer or employee.

          Section 4.   President.  The President shall report and be responsible
          ---------    ---------                                                
to the Chairman of the Board.  The President shall have such powers and perform
such duties as from time to time may be assigned or delegated to him by the
Board of Directors or are incident to the office or President.

          During the absence, disability, or at the request of the Chairman of
the Board of Directors, the President shall perform the duties and exercise the
powers of the Chairman of the Board of Directors.  In the absence or disability
of both the President and the Chairman of the Board of Directors, the person
designated by the Board of Directors shall perform the duties and exercise the
powers of the President, and unless otherwise determined by the Board, the
duties and powers of the Chairman.

          Section 5.   Executive Vice Presidents.  The Executive Vice Presidents
          ---------    -------------------------                                
shall have such powers and perform such duties as from time to time may be
prescribed for them respectively by the Board of Directors or are incident to
the office of Executive Vice President.

          Section 6.   Senior Vice Presidents.  The Senior Vice Presidents shall
          ---------    ----------------------                                   
have such powers and perform such duties as from time to time may be prescribed
for them respectively by the Board of Directors or are incident to the office of
Senior Vice President.

          Section 7.   Vice Presidents.  The Vice Presidents shall have such
          ---------    ---------------                                      
powers and perform such duties as from time to time may be prescribed for them
respectively by the Board of Directors or are incident to the office of Vice
President.

          Section 8.   Secretary.  The Secretary shall keep or cause to be kept,
          ---------    ---------                                                
at the principal executive office or such other place as the Board of Directors
may order, a book of minutes of all meetings of stockholders, the Board of
Directors and its committees, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those present at Board of Directors and committee meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings thereof.  The Secretary shall keep, or cause to be kept, a copy of
the Bylaws of the Corporation at the principal executive office or business
office of the Corporation.

          The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the Corporation's transfer agent or
registrar, if one be appointed, a stock register, or a duplicate stock register,
showing the names of the stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

                                      -10-

 
          The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors and any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors.

          Section 9.   Treasurer.  The Treasurer shall have the custody of the
          ---------    ---------                                              
corporate funds and securities of the Corporation and shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, and shall send or cause
to be sent to the stockholders of the Corporation such financial statements and
reports as are by law or these Bylaws required to be sent to them.

          The Treasurer shall deposit all moneys and valuables in the name and
to the credit of the Corporation with such depositaries as may be designated by
the Board of Directors.  The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all
transactions and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors.

          Section 10.  Other Officers.  Such other officers or assistant
          ----------   --------------                                   
officers as the Board of Directors may choose shall perform such duties and have
such powers as from time to time may be assigned to them by the Board of
Directors.  The Board of Directors may delegate to any other officer of the
Corporation the power to choose such other officers and to prescribe their
respective duties and powers.

          Section 11.  Execution of Contracts and Other Documents.  Each officer
          ----------   ------------------------------------------               
of the Corporation may execute, affix the corporate seal and/or deliver, in the
name and on behalf of the Corporation, deeds, mortgages, notes, bonds,
contracts, agreements, powers of attorney, guarantees, settlements, releases,
evidences of indebtedness, conveyances, or any other document or instrument
which is authorized by the Board of Directors or is required to be executed in
the ordinary course of business, except in cases where the execution, affixation
of the corporate seal and/or delivery thereof shall be expressly and exclusively
delegated by the Board of Directors to some other officer or agent of the
Corporation.


                                   ARTICLE V

                                     STOCK
                                     -----

          Section 1.   Form of Certificates.  Every holder of stock in the
          ---------    --------------------                               
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman or Vice Chairman of the Board of Directors, the
President or any Executive Vice President, Senior Vice President or Vice
President and (ii) by the Treasurer or an Assistant Treasurer or the

                                      -11-

 
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.

          Section 2.   Signatures.  Where a certificate is countersigned by (i)
          ---------    ----------                                              
a transfer agent or (ii) a registrar, any other signature on the certificate may
be a facsimile.  In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

          Section 3.   Lost Certificates.  The Board of Directors may direct a
          ---------    -----------------                                      
new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed.  When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

          Section 4.   Transfers.  Transfers of shares of capital stock of the
          ---------    ---------                                              
Corporation shall be made only on the stock record of the Corporation by the
holder of record thereof or by his attorney thereunto authorized by the power of
attorney duly executed and filed with the Secretary of the Corporation or the
transfer agent thereof, and only on surrender of the certificate or certificates
representing such shares, properly endorsed or accompanied by a duly executed
stock transfer power.  The Board of Directors may make such additional rules and
regulations as it may deem expedient concerning the issue and transfer of
certificates representing shares of the capital stock of the Corporation.

          Section 5.   Record Date.
          ---------    ----------- 

                 (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 of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than 60 days 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 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.

                                      -12-

 
               (b)  Notwithstanding Section 5(a) of Article V of these Bylaws,
the record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting shall be as fixed by the Board of
Directors or as otherwise established under this Section 5(b). Any person
seeking to have the stockholders authorize or take corporate action by written
consent without a meeting shall, by written notice addressed to the Secretary
and delivered to the Corporation, request that a record date be fixed for such
purpose. The Board of Directors may fix a record date for such purpose which
shall be no more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board and shall not precede the date such
resolution is adopted. If the Board of Directors fails within 10 days after the
Corporation receives such notice to fix a record date for such purpose, the
record date shall be the day on which the first written consent is delivered to
the Corporation in the manner described in Section 5(c) below unless prior
action by the Board of Directors is required under the General Corporation Law
of the State of Delaware, in which event the record date shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

               (c)  Every written consent purporting to take or authorizing the
taking of corporate action and/or related revocations (each such written consent
and related revocation is referred to in this Section 5(c) of Article V of the
Bylaws as a 'Consent') shall bear the date of signature of each stockholder who
signs the Consent, and no Consent shall be effective to take the corporate
action referred to therein unless, within 60 days of the earliest dated Consent
delivered in the manner required by this Section 5(c), Consents signed by a
sufficient number of stockholders to take such action are so delivered to the
Corporation.

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

          In the event of the delivery to the Corporation of a Consent, the
Secretary of the Corporation shall provide for the safe-keeping of such Consent
and shall promptly conduct such ministerial review of the sufficiency of the
Consents and of the validity of the action to be taken by stockholder consent as
he deems necessary or appropriate, including, without limitation, whether the
holders of a number of shares having the requisite voting power to authorize or
take the action specified in the Consent have given consent; provided, however,
that if the corporate action to which the Consent relates is the removal or
replacement of one or more members of the Board of Directors, the Secretary of
the Corporation shall promptly designate two persons, who shall not be members
of the Board of Directors, to serve as inspectors with respect to such Consent
and such inspectors shall discharge the functions of the Secretary of the
Corporation under this Section 5(c).  If after such investigation the Secretary
or the inspectors (as the case may be) shall determine that the Consent is valid
and that the action therein specified has been validly authorized, that fact
shall forthwith be certified on the records of the Corporation kept for

                                      -13-

 
the purpose of recording the proceedings of meetings of stockholders, and the
Consent shall be filed in such records, at which time the Consent shall become
effective as stockholder action. In conducting the investigation required by
this Section 5(c), the Secretary or the inspectors (as the case may be) may, at
the expense of the Corporation, retain special legal counsel and any other
necessary or appropriate professional advisors, and such other personnel as they
may deem necessary or appropriate to assist them, and shall be fully protected
in relying in good faith upon the opinion of such counsel or advisors.

          Section 6.   Beneficial Owners.  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 to hold liable
for calls and assessments a person registered on its books as the owner of
shares, 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
law.


                                  ARTICLE VI

                                    NOTICES
                                    -------

          Section 1.   Notices.  Whenever written notice is required by law, the
          ---------    -------                                                  
Certificate of Incorporation or these Bylaws, to be given to any director or
stockholder, such notice may be given by mail, addressed to such director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail.  Written notice
may also be given personally or by telegram, telex, cable or facsimile
transmission followed, if required by law, by deposit in the United States mail,
with postage prepaid.

          Section 2.   Waivers of Notice.  Whenever any notice is required by
          ---------    -----------------                                     
law, the Certificate of Incorporation or these Bylaws, to be given to any
director or stockholder, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.


                                  ARTICLE VII

                              GENERAL PROVISIONS
                              ------------------

          Section 1.   Disbursements.  All checks or demands for money and notes
          ---------    -------------                                            
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

                                      -14-

 
          Section 2.   Fiscal Year.  The fiscal year of the Corporation shall be
          ---------    -----------                                              
fixed by resolution of the Board of Directors.

          Section 3.   Voting Securities Owned by the Corporation.  Powers of
          ---------    ------------------------------------------            
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board of Directors or
the President or any other officer or officers authorized by the Board of
Directors, the Chairman of the Board of Directors or the President, and any such
officer may, in the name of and on behalf of the Corporation, vote, represent
and exercise on behalf of the Corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of the
Corporation and take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security holders of any corporation
in which the Corporation may own securities and at any such meeting shall
possess and may exercise any and all rights and power incident to the ownership
of such securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present.  The Board of Directors may, by resolution,
from time to time confer like powers upon any other person or persons.


                                 ARTICLE VIII

                                INDEMNIFICATION
                                ---------------

          Section 1.   General.  The Corporation shall indemnify to the full
          ---------    -------                                              
extent authorized or permitted by law (as now or hereafter in effect) any person
made, or threatened to be made, a defendant or witness to any action, suit or
proceeding (whether civil or criminal or otherwise) by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
Corporation or by reason of the fact that such director or officer, at the
request of the Corporation, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity.  Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officers may be
entitled by law.  No amendment or repeal of this Section 1 shall apply to or
have any effect on any right to indemnification provided hereunder with respect
to any acts or omissions occurring prior to such amendment or repeal.

          Section 2.   Further Assurance.  In furtherance and not in limitation
          ---------    -----------------                                       
of the powers conferred by statute:

                  (a)  the Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as

                                      -15-

 
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of law; and

                  (b)  the Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the full extent authorized or permitted
by law and including as part thereof provisions with respect to any or all of
the foregoing to ensure the payment of such amounts as may become necessary to
effect indemnification as provided therein, or elsewhere.


                                  ARTICLE IX

                                  AMENDMENTS
                                  ----------

          Section 1.   General.  These Bylaws may be altered, amended or
          ---------    -------                                          
repealed, in whole or in part, or new Bylaws may be adopted by either the
holders of 66-2/3% of the outstanding capital stock entitled to vote thereon or
by the Board of Directors.


                                   ARTICLE X

                             EMERGENCY PROVISIONS
                             --------------------

          Section 1.   General.  The provisions of this Article X shall be
          ---------    -------                                            
operative only during a national emergency declared by the President of the
United States or the person performing the President's functions, or in the
event of a nuclear, atomic or other attack on the United States or a disaster
making it impossible or impracticable for the Corporation to conduct its
business without recourse to the provisions of this Article X.  Said provisions
in such event shall override all other Bylaws of the Corporation in conflict
with any provisions of this Article X, and shall remain operative so long as it
remains impossible or impracticable to continue the business of the Corporation
otherwise, but thereafter shall be inoperative; provided that all actions taken
in good faith pursuant to such provisions shall thereafter remain in full force
and effect unless and until revoked by action taken pursuant to the provisions
of the Bylaws other than those contained in this Article X.

          Section 2.   Unavailable Directors.  All directors of the Corporation
          ---------    ---------------------                                   
who are not available to perform their duties as directors by reason of physical
or mental incapacity or for any other reason or who are unwilling to perform
their duties or whose whereabouts are unknown shall automatically cease to be
directors, with like effect as if such persons had resigned as directors, so
long as such unavailability continues.

                                      -16-

 
          Section 3.   Authorized Number of Directors.  The authorized number of
          ---------    ------------------------------                           
directors shall be the number of directors remaining after eliminating those who
have ceased to be directors pursuant to Section 2 of this Article X, or the
minimum number required by law, whichever number is greater.

          Section 4.   Quorum.  The number of directors necessary to constitute
          ---------    ------                                                  
a quorum shall be one-third of the authorized number of directors as specified
in Section 3 of this Article X, or such other minimum number as, pursuant to the
law or lawful decree then in force, it is possible for the Bylaws of a
Corporation to specify.

          Section 5.   Creation of Emergency Committee.  In the event the number
          ---------    -------------------------------                          
of directors remaining after eliminating those who have ceased to be directors
pursuant to Section 2 of this Article X is less than the minimum number of
authorized directors required by law, then until the appointment of additional
directors to make up such required minimum, all the powers and authorities which
the Board of Directors could by law delegate including all powers and
authorities which the Board of Directors could delegate to a committee, shall be
automatically vested in an emergency committee, and the emergency committee
shall thereafter manage the affairs of the Corporation pursuant to such powers
and authorities and shall have all other powers and authorities as may by law or
lawful decree be conferred on any person or body of persons during a period of
emergency.

          Section 6.   Constitution of Emergency Committee.  The emergency
          ---------    -----------------------------------                
committee shall consist of all the directors remaining after eliminating those
who have ceased to be directors pursuant to Section 2 of this Article X,
provided that such remaining directors are not less than three in number.  In
the event such remaining directors are less than three in number, the emergency
committee shall consist of three persons, who shall be the remaining director or
directors and either one or two officers or employees of the Corporation, as the
remaining director or directors may in writing designate.  If there is no
remaining director, the emergency committee shall consist of the three most
senior officers of the Corporation who are available to serve, and if and to the
extent that officers are not available, the most senior employees of the
Corporation.  Seniority shall be determined in accordance with any designation
of seniority in the minutes of the proceedings of the Board, and in the absence
of such designation, shall be determined by rate of remuneration.  In the event
that there are no remaining directors and no officers or employees of the
Corporation available, the emergency committee shall consist of three persons
designated in writing by the stockholder owning the largest number of shares of
record as of the date of the last record date.

          Section 7.   Powers of Emergency Committee.  The emergency committee,
          ---------    -----------------------------                           
once appointed, shall govern its own procedures and shall have power to increase
the number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy or
vacancies.  In the event at any time after its appointment all members of the
emergency committee shall die or resign or become unavailable to act for any

                                      -17-

 
reason whatsoever, a new emergency committee shall be appointed in accordance
with the foregoing provisions of this Article X.

          Section 8.   Directors Becoming Available.  Any person who has ceased
          ---------    ----------------------------                            
to be a director pursuant to the provisions of Section 2 of this Article X and
who thereafter becomes available to serve as a director shall automatically
become a member of the emergency committee.

          Section 9.   Election of Board of Directors.  The emergency committee
          ---------    ------------------------------                          
shall, as soon after its appointment as is practicable, take all requisite
action to secure the election of a board of directors, and upon such election
all the powers and authorities of the emergency committee shall cease.

          Section 10.  Termination of Emergency Committee.  In the event, after
          ----------   ----------------------------------                      
the appointment of an emergency committee, a sufficient number of persons who
ceased to be directors pursuant to Section 2 of this Article X become available
to serve as directors, so that if they had not ceased to be directors as
aforesaid, there would be enough directors to constitute the minimum number of
directors required by law, then all such persons shall automatically be deemed
to be reappointed as directors and the powers and authorities of the emergency
committee shall be at an end.

                                      -18-