Exhibit 3.3


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                      REVLON CONSUMER PRODUCTS CORPORATION












June 5, 2002



                                TABLE OF CONTENTS



                                                                                          
ARTICLE I           OFFICES

   Section 1.       Registered Office..............................................................1
   Section 2.       Other Offices..................................................................1

ARTICLE II          MEETINGS OF STOCKHOLDERS

   Section 1.       Place of Meetings..............................................................1
   Section 2.       Annual Meetings................................................................1
   Section 3.       Special Meetings...............................................................2
   Section 4.       Quorum.........................................................................2
   Section 5.       Proxies........................................................................3
   Section 6.       Voting.........................................................................3
   Section 7.       Organization and Order of Business.............................................3
   Section 8.       Consent of Stockholders in Lieu of Meeting.....................................4
   Section 9.       List of Stockholders Entitled to Vote..........................................4
   Section 10.      Stock Ledger...................................................................5
   Section 11.      Record Date....................................................................5
   Section 12.      Inspectors of Election.........................................................6

ARTICLE III         DIRECTORS

   Section 1.       Number and Election of Directors...............................................7
   Section 2.       Vacancies......................................................................7
   Section 3.       Duties and Powers..............................................................7
   Section 4.       Organization...................................................................8
   Section 5.       Resignations and Removals of Directors.........................................8
   Section 6.       Meetings.......................................................................9
   Section 7.       First Yearly Meeting...........................................................9
   Section 8.       Quorum and Manner of Acting....................................................9
   Section 9.       Action by Written Consent......................................................9
   Section 10.      Meetings by Means of Conference Telephone.....................................10
   Section 11.      Compensation..................................................................10
   Section 12.      Interested Directors..........................................................10

ARTICLE IV          COMMITTEES

   Section 1.       How Constituted and Powers....................................................11
   Section 2.       Executive Committee...........................................................12


                                       i




                                                                                          
   Section 3.       Organization..................................................................12
   Section 4.       Meetings......................................................................12
   Section 5.       Quorum and Manner of Acting...................................................12
   Section 6.       General.......................................................................12

ARTICLE V           OFFICERS

   Section 1.       Officers......................................................................13
   Section 2.       Term of Office and Qualifications.............................................13
   Section 3.       Subordinate Officers..........................................................13
   Section 4.       Removal.......................................................................13
   Section 5.       Resignations..................................................................14
   Section 6.       Vacancies.....................................................................14
   Section 7.       Compensation..................................................................15
   Section 8.       Chairman of the Board of Directors............................................15
   Section 9.       Vice Chairman of the Board of Directors.......................................15
   Section 10.      President.....................................................................15
   Section 11.      Vice Presidents...............................................................16
   Section 12.      Treasurer.....................................................................17
   Section 13.      Controller....................................................................18
   Section 14.      Secretary.....................................................................19
   Section 15.      Duties of Assistant Treasurers, Assistant Secretaries and Other
                    Subordinate Officers..........................................................20
   Section 16.      Appointed Officers............................................................20

ARTICLE VI          CONTRACTS, VOTING OF STOCK HELD, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

   Section 1.       Execution of Contracts........................................................21
   Section 2.       Loans and Loan Guarantees.....................................................21
   Section 3.       Voting of Stock Held..........................................................22
   Section 4.       Checks, Drafts, etc...........................................................22
   Section 5.       Deposits......................................................................23

ARTICLE VII         STOCK AND DIVIDENDS

   Section 1.       Form of Certificates..........................................................23
   Section 2.       Signatures....................................................................24
   Section 3.       Lost, Destroyed, Stolen or Mutilated Certificates.............................24
   Section 4.       Transfers.....................................................................24
   Section 5.       Transfer and Registry Agents..................................................25
   Section 6.       Beneficial Owners.............................................................25
   Section 7.       Dividends.....................................................................25


                                       ii





                                                                                          
   Section 8.       Limitations on Transfer.......................................................26

ARTICLE VIII        NOTICES

   Section 1.       Notices.......................................................................26
   Section 2.       Waivers of Notice.............................................................27

ARTICLE IX          BOOKS

   Section 1.       Books.........................................................................27
   Section 2.       Form of Books.................................................................28

ARTICLE X           INDEMNIFICATION

   Section 1.       Power to Indemnify in Actions, Suits or Proceedings other Than Those by or
                    in the Right of the Corporation...............................................28
   Section 2.       Power to Indemnify in Actions, Suits or Proceedings by or in the Right of
                    the Corporation...............................................................29
   Section 3.       Authorization of Indemnification..............................................29
   Section 4.       Good Faith Defined............................................................30
   Section 5.       Indemnification by a Court....................................................31
   Section 6.       Expenses Payable in Advance...................................................31
   Section 7.       Nonexclusivity of Indemnification and Advancement of Expenses.................31
   Section 8.       Insurance.....................................................................32
   Section 9.       Certain Definitions...........................................................32
   Section 10.      Survival of Indemnification and Advancement of Expenses.......................33
   Section 11.      Limitation on Indemnification.................................................33
   Section 12.      Indemnification of Appointed Officers, Employees and Agents...................34

ARTICLE XI          AMENDMENT OF BY-LAWS

   Section 1.       Amendment of By-Laws..........................................................34
   Section 2.       Entire Board of Directors.....................................................34

ARTICLE XII         GENERAL PROVISIONS

   Section 1.       Seal..........................................................................34
   Section 2.       Fiscal Year...................................................................35


                                      iii


                                     BY-LAWS

                            (as restated and amended)

                                       OF

                      REVLON CONSUMER PRODUCTS CORPORATION

                     (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, State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   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 any place, either within
or without the State of Delaware as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at




which meetings the stockholders shall elect a Board of Directors, and transact
such other business as may properly be brought before the meeting. Written
notice of the Annual Meeting of Stockholders stating the place, date and hour of
the meeting shall be given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the meeting.

     Section 3. Special Meetings. Unless otherwise prescribed by law or by the
Certificate of Incorporation, Special Meetings of Stockholders, for any purpose
or purposes, may be called by either (i) the Board of Directors, (ii) the
Chairman of the Board of Directors, (iii) the Chairman of the Executive
Committee of the Board of Directors, (iv) the Vice Chairman of the Board of
Directors, or (v) the President. Such request shall state the purpose or
purposes of the proposed meeting. Written notice of a Special Meeting of
Stockholders 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 ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.

     Section 4. Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the holders of a majority in total number of votes
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. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the Chairman of the meeting or the holders of a
majority in number of votes of the capital stock 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
of the time and place of the adjourned 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

                                      -2-


have been transacted at the meeting as originally noticed. If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a written notice of the adjourned meeting shall
be given to each stockholder entitled to vote at the meeting not less than ten
nor more than sixty days before the date of the meeting.

     Section 5. Proxies. Any stockholder entitled to vote may do so in person or
by his proxy appointed by an instrument in writing subscribed by such
stockholder or by his attorney thereunto authorized, delivered to the Secretary
of the meeting; provided, however, that no proxy shall be voted or acted upon
after three years from its date, unless said proxy provides for a longer period.
All proxies must be filed with the Secretary of the Corporation at the beginning
of the meeting in order to be counted in any vote at the meeting.

     Section 6. Voting. At all meetings of the stockholders at which a quorum is
present, except as otherwise required by law, the Certificate of Incorporation
or these By-Laws, any question brought before any meeting of stockholders shall
be decided by the affirmative vote of the holders of a majority of the total
number of votes of the capital stock present in person or represented by proxy,
and entitled to vote thereat voting as a single class. At the Annual Meeting of
Stockholders, or any Special Meeting of Stockholders at which directors are to
be elected, the directors shall be elected by a plurality vote.

     Section 7. Organization and Order of Business. At every meeting of
stockholders, the Chairman of the Board of Directors or, in such person's
absence, the Chairman of the Executive Committee of the Board of Directors or,
in such person's absence, the Vice Chairman of the Board of Directors, or, in
such person's absence, the President, or in the absence of the four of them,
such person as shall have been designated by the Board of Directors or, if none,
by the Chairman of the Board of Directors, or, if none, by the Chairman of the
Executive Committee of the Board of Directors or, if none, by the Vice Chairman
of the Board of Directors, or, if none, by

                                      -3-


the President, shall act as Chairman of the meeting. The Secretary or, in such
person's absence, an Assistant Secretary, shall act as Secretary of the meeting.
The Chairman of the meeting shall have the sole authority to prescribe the
agenda and rules of order for the conduct of any Annual or Special Meeting of
Stockholders and to determine all questions arising thereat relating to the
order of business and the conduct of the meeting, except as otherwise required
by law. Unless otherwise directed by the Chairman of the meeting, the vote at
any meeting of the stockholders need not be by written ballot. In case none of
the officers above designated to act as Secretary of the meeting shall be
present, the Chairman of the meeting or Secretary of the meeting shall be
appointed by vote of a majority of the total number of votes of the capital
stock present in person or represented by proxy and entitled to vote thereat.

     Section 8. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
In the event that the action which is consented to is such as would have
required the filing of a certificate under the General Corporation Law of the
State of Delaware ("DGCL") if such action had been voted on by stockholders at a
meeting thereof, the certificate filed shall state, in lieu of any statement
concerning any vote of stockholders, that written consent and written notice has
been given as provided in this Section 8.

     Section 9. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare

                                      -4-


and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice 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 10. 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 9 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 11. Record Date. 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 express consent to corporate action in
writing without a meeting, 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 a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which record
date: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days after

                                      -5-


the date upon which the resolution fixing the record date is adopted by the
Board of Directors; and (3) in the case of any other action, shall not be more
than sixty days prior to such other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the Board of Directors is required by 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 in accordance with applicable law, or if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 12. Inspectors of Election. The Corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors of elections to act
at the meeting and make a written report thereof. The Corporation 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
stockholders, the Chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Unless otherwise required by law, inspectors may be
officers, employees or agents of the Corporation. 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

                                      -6-


impartiality and according to the best of his ability. The inspector shall take
charge of the polls and, when the vote is completed, shall make a certificate of
the result of the vote taken and of such other facts as may be required by law.

                                   ARTICLE III

                                    DIRECTORS
                                    ---------

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than three members, the exact number of
which shall from time to time be determined by resolution of the Board of
Directors. Except as provided in Section 2 of this Article, directors shall be
elected by the stockholders at the Annual Meetings of Stockholders, and each
director so elected shall hold office until his successor is duly elected and
qualified, or until his death, or until his earlier resignation, or removal.
Directors need not be stockholders.

     Section 2. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, except that any vacancy resulting from the death,
resignation, removal or disqualification of a director elected by the holders of
any class or classes of the stock of the Corporation voting as a class, or from
an increase in the number of directors which such holders are entitled to elect,
may be filled by the affirmative vote of a majority of the directors elected by
such class or classes, or by a sole remaining director so elected, and each
director so chosen shall hold office until his successor is duly elected and
qualified or until his death, or until his earlier resignation or removal, or
disqualification.

     Section 3. 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

                                      -7-


are not by statute or by the Certificate of Incorporation or by these By-Laws
required to be exercised or done by the stockholders.

     Section 4. Organization. At each meeting of the Board of Directors, the
Chairman of the Board of Directors, the Chairman of the Executive Committee of
the Board of Directors or the Vice Chairman of the Board of Directors, or, in
the absence of the three of them, a director chosen by a majority of the
directors present, shall act as Chairman. The Secretary of the Corporation shall
act as Secretary at each meeting of the Board of Directors. In case the
Secretary shall be absent from any meeting of the Board of Directors, an
Assistant Secretary shall perform the duties of Secretary at such meeting; and
in the absence from any such meeting of the Secretary and all the Assistant
Secretaries, the Chairman of the meeting may appoint any person to act as
Secretary of the meeting.

     Section 5. Resignations and Removals of Directors. Any director of the
Corporation may resign at any time, by giving written notice to the Chairman of
the Board of Directors, the Chairman of the Executive Committee of the Board of
Directors, the Vice Chairman of the Board of Directors, the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
therein specified or, if no time is specified, immediately; and, unless
otherwise specified in such notice, the acceptance of such resignation shall not
be necessary to make it effective. Except as otherwise required by law, any
director or the entire Board of Directors may be removed, with or without cause,
by the affirmative vote or written consent of a majority in total voting power
of the issued and outstanding capital stock of the Corporation represented and
entitled to vote in the election of directors.

     Section 6. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held at such time
and at such place as may from time to time be determined by the Board of
Directors and, unless required by resolution of the Board of Directors, without
notice. Special

                                      -8-

meetings of the Board of Directors may be called by the Chairman of the Board of
Directors, the Chairman of the Executive Committee of the Board of Directors,
the Vice Chairman of the Board of Directors, or a majority of directors then in
office. Notice thereof stating the place, date and hour of the meeting shall be
given to each director either by mail not less than forty-eight hours before the
date of the meeting; by telephone, telecopy or telegram on twenty-four hours
notice; or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     Section 7. First Yearly Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each Annual Meeting of Stockholders, and
no notice of such meeting to the existing or newly elected directors shall be
necessary in order to legally constitute the meeting, provided a quorum is
present. Such first meeting may be held at any other time or place specified in
a notice given as hereinafter provided for special meetings of the Board of
Directors, or in a waiver of notice thereof.

     Section 8. Quorum and Manner of Acting. Except as otherwise required by
law, the Certificate of Incorporation or these By-Laws, 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, of the time
and place of the adjourned meeting, until a quorum shall be present.

     Section 9. Action by Written Consent. Unless otherwise required by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may

                                      -9-


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 10. Meetings by Means of Conference Telephone. Unless otherwise
required by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or 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 10 shall constitute presence in person at such
meeting.

     Section 11. Compensation. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary,
or such other emoluments, as the Board of Directors shall from time to time
determine. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Each
director who shall serve as a member or Chairman of a special or standing
committee may be allowed like compensation for attending committee meetings.

     Section 12. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed

                                      -10-


or are known to the Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material facts as
to his or their relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

                                   ARTICLE IV

                                   COMMITTEES
                                   ----------

     Section 1. How Constituted and Powers. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation, except as otherwise provided in these By-Laws. 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 they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act in the place of any absent or disqualified member.
Each committee, to the extent permitted by law, shall have and may exercise all
the powers and authority of the

                                      -11-


Board of Directors in the management of the business and affairs of the
Corporation as provided in the resolution establishing such committee.

     Section 2. Executive Committee. The Board of Directors may designate an
Executive Committee, to consist of not less than three members of the Board of
Directors, which shall have and may exercise, to the extent permitted by law,
all of the powers of the Board of Directors in the management of the business
and affairs of the Corporation, including, unless otherwise specified by a
resolution or resolutions of the Board of Directors, the power and authority to
declare dividends, to authorize the issuance of stock and to adopt a certificate
of ownership and merger pursuant to Section 253 of the DGCL.

     Section 3. Organization. The Board of Directors or each such committee may
choose its Chairman and Secretary, and shall keep and record all its acts and
proceedings and report the same from time to time to the Board of Directors.

     Section 4. Meetings. Regular meetings of any such committee, of which no
notice shall be necessary, shall be held at such times and in such places as
shall be fixed by the committee or by the Board of Directors. Special meetings
of any such committee shall be held at the request of any member of the
committee.

     Section 5. Quorum and Manner of Acting. A majority of the members of any
such committee shall constitute a quorum for the transaction of business, and
the act of a majority of those present at any meeting at which a quorum is
present shall be the act of the committee.

     Section 6. General. The Board of Directors shall have the power at any time
to change the members of, fill vacancies in, and discharge or disband any such
committee, either with or without cause.

                                      -12-


                                    ARTICLE V

                                    OFFICERS
                                    --------

     Section 1. Officers. The Board of Directors shall elect a Chairman of the
Board of Directors, a Vice Chairman of the Board of Directors, a President, one
or more Vice Presidents, a Treasurer, a Controller and a Secretary. The Board of
Directors may designate one or more Vice Presidents as Senior Executive Vice
Presidents, Executive Vice Presidents or Senior Vice Presidents, and may use
such other descriptive words as it may determine to designate the seniority or
areas of special competence or responsibility of the officers. Any two or more
offices may be held by the same person.

     Section 2. Term of Office and Qualifications. Each such officer shall hold
office until such officer's successor shall have been duly chosen and shall
qualify, or until such officer's death, resignation or removal in the manner
hereinafter provided. The Chairman of the Board of Directors and the Vice
Chairman of the Board of Directors shall be chosen from among the directors, but
no other officers need be a director. Each officer shall have such functions or
duties as are provided in these By-Laws, or as the Board of Directors may from
time to time determine.

     Section 3. Subordinate Officers. The Board of Directors may from time to
time elect such other officers or assistant officers as it may deem necessary,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these By-Laws, or as the Board of Directors may
from time to time determine.

     Section 4. Removal. Any officer may be removed, either with or without
cause, by the Board of Directors, and any officer also may be removed in such
other manner as may be specified by the Board of Directors in the resolution or
resolutions electing such officer. Any officer may be suspended by the Chairman
of the Board of Directors, or by the Vice Chairman of

                                      -13-


the Board of Directors, either with or without cause.

     Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, or the Secretary of the
Corporation. Any such resignation shall take effect at the time therein
specified or if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective.

     Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these By-Laws for the regular election to that office.

     Section 7. Compensation. Salaries or other compensation of the officers may
be fixed from time to time by the Board of Directors or any duly authorized
committee of directors and shall be so fixed by the Board of Directors or such
committee as to any officer serving the Corporation as a director. No officer
shall be prevented from receiving proper compensation for such officer's
services by reason of the fact that such officer is also a director of the
Corporation.

     Section 8. Chairman of the Board of Directors. The Chairman of the Board of
Directors, if present, shall preside at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board of Directors may, with the
Treasurer or the Secretary or an Assistant Treasurer or an Assistant Secretary,
sign certificates for stock of the Corporation. The Chairman of the Board of
Directors may enter into and execute in the name of the Corporation deeds,
mortgages, bonds, guarantees, contracts and other instruments, except in cases
where the making and execution thereof shall be expressly restricted or
delegated by the Board of Directors or by a duly authorized committee of
directors or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law otherwise to be made or executed. In general, the
Chairman of the Board of Directors shall have all authority

                                      -14-


incident to the office of Chairman of the Board of Directors and shall have such
other authority and perform such other duties as may from time to time be
assigned by the Board of Directors or by any duly authorized committee of
directors.

     Section 9. Vice Chairman of the Board of Directors. The Vice Chairman of
the Board of Directors shall, subject to the direction of the Board of Directors
or any duly authorized committee of directors, and at the request or in the
absence or disability of the Chairman of the Board of Directors, perform the
duties and exercise the powers of the Chairman of the Board of Directors. The
Vice Chairman of the Board of Directors may enter into and execute in the name
of the Corporation deeds, mortgages, bonds, guarantees, contracts and other
instruments, except in cases where the making and execution thereof shall be
expressly restricted or delegated by the Board of Directors, by a duly
authorized committee of directors or by these By-Laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be made or
executed. In general, the Vice Chairman of the Board of Directors shall have all
authority incident to the office of Vice Chairman of the Board of Directors and
shall have such other authority and perform such other duties as may from time
to time be assigned by the Board of Directors, by any duly authorized committee
of directors or by the Chairman of the Board of Directors.

     Section 10. President. The President shall be the chief executive officer
of the Corporation and shall have general supervision of the business, affairs
and property of the Corporation and over its several officers, subject, however,
to the control of the Board of Directors. The President also shall be the chief
operating officer of the Corporation and, subject to the direction of the Board
of Directors, any duly authorized committee of directors, shall have general
supervision of the operations of the Corporation. The President may, with the
Treasurer or the Secretary or an Assistant Treasurer or an Assistant Secretary,
sign certificates for stock of the Corporation. The President may enter into and
execute in the name of the Corporation deeds, mortgages, bonds, guarantees,
contracts and other instruments, except in cases

                                      -15-


where the making and execution thereof shall be expressly restricted or
delegated by the Board of Directors or by a duly authorized committee of
directors, or by these By-Laws to some other officer or agent of the
Corporation, or shall be required by law otherwise to be made or executed. The
President shall have the power to fix the compensation of elected officers whose
compensation is not fixed by the Board of Directors or a committee thereof in
accordance with Section 7 of this Article V, and also to engage, discharge,
determine the duties and fix the compensation of all employees and agents of the
Corporation necessary or proper for the transaction of the business of the
Corporation. In general, the President shall have all authority incident to the
office of President and chief executive officer and chief operating officer and
shall have such other authority and perform such other duties as may from time
to time be assigned by the Board of Directors or by any duly authorized
committee of directors or by the Chairman of the Board of Directors or by the
Vice Chairman of the Board of Directors. The President shall, at the request or
in the absence or disability of the Chairman of the Board of Directors or the
Vice Chairman of the Board of Directors, perform the duties and exercise the
powers of such officer.

     Section 11. Vice Presidents. The Vice Presidents shall have supervision
over the operations of the Corporation within their respective areas of special
competence or responsibility and in accordance with policies, procedures and
practices in effect from time to time, subject, however, to the control of the
Board of Directors, any duly authorized committee of directors, the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors, the
President and any other officer to whom they report. They shall, within such
areas (in the order of their designation, or in the absence of such designation,
in the order of their seniority based on title or, in the case of officers of
equal title, in order of their tenure), at the request or in the absence or
disability of the Chairman of the Board of Directors, perform the duties and

                                      -16-


exercise the powers of such officer and at the request or in the absence or
disability of the Vice Chairman of the Board of Directors, perform the duties
and exercise the powers of such officer and at the request or in the absence or
disability of the President, perform the duties and exercise the powers of such
officer and at the request or in the absence or disability of the President,
perform the duties and exercise the power of such officer. They may, with the
Treasurer or the Secretary or an Assistant Treasurer or an Assistant Secretary,
sign certificates for stock of the Corporation. They may enter into and execute
in the name of the Corporation deeds, mortgages, guarantees, bonds, contracts
and other instruments, except in cases where the making and execution thereof
shall be expressly restricted or otherwise delegated by these By-Laws or by the
Board of Directors, a duly authorized committee of directors, the Chairman of
the Board of Directors, the Vice Chairman or the Board of Directors, the
President or any other officer to whom they report, or shall be required by law
otherwise to be made or executed. In general, they shall have all authority
incident to their respective offices and shall have such other authority and
perform such other duties as may from time to time be assigned to them by the
Board of Directors, any duly authorized committee of directors, the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors, the
President or any other officer to whom they report.

     Section 12. Treasurer. The Treasurer shall, if required by the Board of
Directors, the Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the President or any other officer to whom the Treasurer
reports, give a bond for the faithful discharge of duties, in such sum and with
such sureties as may be so required. The Treasurer shall have custody of, and be
responsible for, all funds and securities of the Corporation; receive and give
receipts for money due and payable to the Corporation from any source
whatsoever; deposit all such money in the name of the Corporation in such banks,
trust companies, or other depositories as shall be selected in accordance with
the provisions of Section 5 of Article VI of these By-Laws; against proper
vouchers, cause such funds to be disbursed by check or draft on the authorized
depositories of the Corporation signed in such manner as shall be determined in

                                      -17-


accordance with the provisions of Section 4 of Article VI of these By-Laws and
be responsible for the accuracy of the amounts of all funds so disbursed;
regularly enter or cause to be entered in books to be kept by the Treasurer or
under the Treasurer's direction, full and adequate accounts of all money
received and paid by the Treasurer for the account of the Corporation; have the
right to require, from time to time, reports or statements giving such
information as the Treasurer may determine to be necessary or desirable with
respect to any and all financial transactions of the Corporation from the
officers and agents transacting the same; render to the Board of Directors, any
duly authorized committee of directors, the Chairman of the Board of Directors,
the Vice Chairman of the Board of Directors, the President or any officer to
whom the Treasurer reports, whenever they or any of them, respectively, shall
require the Treasurer so to do, an account of the financial condition of the
Corporation and of all transactions of the Treasurer; exhibit at all reasonable
times the books of accounts and other records provided for herein to any of the
directors of the Corporation; and, in general, have all authority incident to
the office of Treasurer and such other authority and perform such other duties
as from time to time may be assigned by the Board of Directors, any duly
authorized committee of directors, the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, the President or any other officer to
whom the Treasurer reports, and may sign with the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the President or any
Vice President, certificates for stock of the Corporation.

     Section 13. Controller. The Controller shall be responsible for preparing
and maintaining reasonable and adequate books of account and other accounting
records of the assets, liabilities and transactions of the Corporation in
accordance with generally accepted accounting principles and procedures, shall
see that reasonable and adequate audits thereof are regularly made and that
reasonable and adequate systems of financial control are maintained, shall
examine and certify the financial accounts of the Corporation, shall prepare and
render such budgets and

                                      -18-


other financial reports as the Board of Directors, the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the President or any
other officer to whom the Controller reports may require, and shall, in general,
have all authority incident to the office of Controller and such other authority
and perform such other duties as from time to time may be assigned by the Board
of Directors, any duly authorized committee of directors, the Chairman of the
Board of Directors, the Vice Chairman of the Board of Directors, the President
or any other officer to whom the Controller reports.

     Section 14. Secretary. The Secretary shall act as Secretary of all meetings
of the stockholders and of the Board of Directors of the Corporation; shall keep
the minutes thereof in the proper book or books to be provided for that purpose;
shall see that all notices required to be given by the Corporation in connection
with meetings of stockholders and of the Board of Directors are duly given; may,
with the Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President or any Vice President, sign certificates for stock of
the Corporation; shall be the custodian of the seal of the Corporation and shall
affix the seal or cause it or a facsimile thereof to be affixed to all
certificates for stock of the Corporation and to all documents or instruments
requiring the same, the execution of which on behalf of the Corporation is duly
authorized in accordance with the provisions of these By-Laws; shall have charge
of the stock records and also of the other books, records and papers of the
Corporation relating to its organization and acts as a corporation, and shall
see that the reports, statements and other documents related thereto required by
law are properly kept and filed; and shall, in general, have all authority
incident to the office of Secretary and such other authority and perform such
other duties as from time to time may be assigned by the Board of Directors, any
duly authorized committee of directors, the Chairman of the Board of Directors,
the Vice Chairman of the Board of Directors, the President or any other officer
to whom the Secretary reports.

                                      -19-


     Section 15. Duties of Assistant Treasurers, Assistant Secretaries and Other
Subordinate Officers. The Assistant Treasurers shall, respectively, if required
by the Board of Directors, the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the President or any other officer to whom
they report, give bonds for the faithful discharge of their duties in such sums
and with such sureties as may be so required. Assistant Treasurers and Assistant
Secretaries may, with the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors, the President or any Vice President, sign
certificates for stock of the Corporation. Subordinate officers shall have all
authority incident to their respective offices and such other authority and
perform such other duties as shall be assigned to them by the Board of
Directors, any duly authorized committee of directors, the Chairman of the Board
of Directors, the Vice Chairman of the Board of Directors, the President or the
officers to whom they report.

     Section 16. Appointed Officers. The Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, and the President may appoint or cause
to be appointed, in accordance with the policies and procedures established by
them, such Presidents, Vice Presidents and other officers of the Divisions,
Groups and Staffs of the Corporation (each an "Appointed Officer") as each of
them shall determine to be necessary or desirable in furtherance of the business
and affairs of such Divisions, Groups and Staffs, may designate such Vice
Presidents as Senior Executive Vice Presidents, Executive Vice Presidents or
Senior Vice Presidents, and may use such other descriptive words as each of them
may determine to designate the seniority or areas of special competence or
responsibility of the Appointed Officers appointed in accordance with this
Section 16. Appointed Officers appointed in accordance with this Section 16
shall not be deemed to be officers as elsewhere referred to in this Article V or
in Article X hereof, but as between themselves and the Corporation shall have
such authority and perform such duties in the management and operations of the
Divisions, Groups and Staffs of the

                                      -20-


Corporation of which they are appointed officers as the officer appointing them
and the persons to whom they report may from time to time determine. Such
Appointed Officers shall have the authority as between themselves and third
parties to bind the Corporation solely to the extent of their apparent authority
based upon their titles and solely in relation to the business affairs of the
Divisions, Groups and Staffs of which they are appointed officers.

                                   ARTICLE VI

                        CONTRACTS, VOTING OF STOCK HELD,
                       CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                       -----------------------------------

     Section 1. Execution of Contracts. The Board of Directors or any duly
authorized committee of directors, except as by these By-Laws otherwise require,
may authorize any officer other than or in addition to the officers authorized
by Article V of these By-Laws, including Appointed Officers, and any employee or
agent or agents, in the name and on behalf of the Corporation, to enter into and
execute any deed, mortgage, bond, guarantee, contract or other instrument, and
any such authority may be general or may be confined to specific instances or
otherwise limited.

     Section 2. Loans and Loan Guarantees. Any officer, employee or agent of the
Corporation thereunder authorized by the Board of Directors or by any duly
authorized committee of directors may effect in the name and on behalf of the
Corporation, loans or advances from, or guarantees of loans or advances to, any
bank, trust company or other institution or any firm, corporation or individual,
and for such loans and advances or guarantees may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness or
guaranty of the Corporation, and may pledge or hypothecate or transfer any
securities or other property of the Corporation as security for any such loans,
advances or guarantees. Such authority conferred by the Board of Directors or
any duly authorized committee

                                      -21-


of directors may be general or may be confined to specific instances or
otherwise limited.

     Section 3. Voting of Stock Held. The Chairman of the Board of Directors,
the Vice Chairman of the Board of Directors, and the President and, unless
otherwise provided by resolution of the Board of Directors or directed by the
Chairman of the Board of Directors, the Vice Chairman of the Board of Directors,
or the President, the Secretary may from time to time personally or by an
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, cast the votes which the Corporation may be entitled
to cast as a stockholder or otherwise in any other corporation, any of the stock
or securities of which may be held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporations, or consent
in writing to any action by any such other corporation, and may instruct any
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed on behalf of the
Corporation and under its corporate seal, or otherwise, such written proxies,
consents, waivers or other instruments as the Secretary may deem necessary or
proper in the premises; or may attend any meeting of the holders of stock or
other securities of any such other corporation and thereat vote or exercise any
or all other powers of the Corporation as the holder of such stock or other
securities of such other corporation.

     Section 4. Checks, Drafts, etc. All checks, drafts and other orders for
payment of money out of the funds of the Corporation and all notes and other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation by the Treasurer or an Assistant Treasurer or by any other officer,
employee or agent of the Corporation to whom such power may from time to time be
delegated by the Board of Directors or any duly authorized committee of
directors or by any officer, employee or agent of the Corporation to whom the
power of

                                      -22-


delegation may from time to time be granted by the Board of Directors or any
duly authorized committee of directors.

     Section 5. Deposits. The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or any
duly authorized committee of directors may from time to time select, or as may
be selected by any officer, employee or agent of the Corporation to whom such
power may from time to time be delegated by these By-Laws, the Board of
Directors or any duly authorized committee of directors.

                                   ARTICLE VII

                               STOCK AND DIVIDENDS
                               -------------------

     Section 1. Form of Certificates. (a) 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 of the Board of Directors, the Vice Chairman of
the Board of Directors, the President or one of the Vice Presidents and (ii) by
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.

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

                                      -23-


so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     Section 2. Signatures. Any or all signatures on the certificate may be a
facsimile. In case an 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, unless otherwise ordered by the Board of Directors, 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, Destroyed, Stolen or Mutilated 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 or such other proof satisfactory to
the Board of Directors 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 and its transfer agents and registrars
with respect to the certificate alleged to have been lost, stolen or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Except as otherwise prescribed by law or the
Certificate of Incorporation, stock of the Corporation shall be transferable in
the manner prescribed in these By-Laws. Transfers of stock shall be made on the
books of the Corporation only by the person named in the certificate or by such
person's duly authorized attorney appointed by a power of attorney duly executed
and filed with the Secretary of the Corporation or a transfer agent of the
Corporation, and upon surrender

                                      -24-


of the certificate or certificates for such stock properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Canceled," with the date of cancellation, by the
Secretary or an Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation, its
stockholders or 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 5. Transfer and Registry Agents. The Corporation may from time to
time maintain one or more transfer offices or agencies and registry offices or
agencies at such place or places as may be determined from time to time by the
Board of Directors.

     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 required by
law.

     Section 7. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for

                                      -25-


purchasing any of the shares of capital stock, warrants, rights, options, bonds,
debentures, notes, scrip or other securities or evidences of indebtedness of the
Corporation, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

     Section 8. Limitations on Transfer. A written restriction on the transfer
or registration of transfer of a security of the Corporation, if permitted by
Section 202 of the DGCL and noted conspicuously on the certificate representing
the security or, in the case of uncertificated shares, contained in the notice
sent pursuant to Section 151(f) of the DGCL, may be enforced against the holder
of the restricted security or any successor or transferee of the holder
including an executor, administrator, trustee, guardian or other fiduciary
entrusted with like responsibility for the person or estate of the holder.
Unless noted conspicuously on the certificate representing the security or, in
the case of uncertificated shares, contained in the notice sent pursuant to
Section 151(f) of the DGCL, a restriction, even though permitted by Section 202
of the DGCL, is ineffective except against a person with actual knowledge of the
restriction. A restriction on the transfer or registration of transfer of
securities of the Corporation may be imposed either by the Certificate of
Incorporation or by these By-Laws or by an agreement among any number of
security holders or among such holders and the Corporation. No restriction so
imposed shall be binding with respect to securities issued prior to the adoption
of the restriction unless the holders of the securities are parties to an
agreement or voted in favor of the restriction.

                                  ARTICLE VIII

                                     NOTICES
                                     -------

     Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws to be given to any director,
member

                                      -26-


of a committee or stockholder, such notice may be given by mail, addressed to
such director, member of a committee or stockholder, at such person's 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 courier service, facsimile transmission, telegram, telex or cable.

     Section 2. Waivers of Notice. (a) Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee 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 to notice. Attendance of a person at
a meeting, present by person or represented by proxy, shall constitute a waiver
of notice of such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.

         (b) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by law, the Certificate of Incorporation or these By-Laws.

                                   ARTICLE IX

                                      BOOKS
                                      -----

     Section 1. Books. The Corporation shall keep in accordance with applicable
law correct and adequate books and records of account and minutes of proceedings
of the stockholders, the Board of Directors and any committees of the Board of
Directors. The Corporation shall keep in accordance with applicable law at the
office designated in the Certificate of Incorporation or at the office of the
transfer agent or registrar of the Corporation, a record containing the names
and addresses of

                                      -27-


all stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

     Section 2. Form of Books. Any books maintained by the Corporation,
including its stock ledger, books of account and minute books, may be kept on,
or be in the form of, electronic data storage, computer discs, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

                                    ARTICLE X

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

     Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than
Those by or in the Right of the Corporation. Subject to Section 3 of this
Article X, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director or officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement,

                                      -28-


conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.

     Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Corporation. Subject to Section 3 of this Article X, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation 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 entity or
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 3. Authorization of Indemnification. Any indemnification under this
Article X (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because such

                                      -29-


person has met the applicable standard of conduct set forth in Section 1 or
Section 2, and in each case Section 11, of this Article X, as the case may be.
Such determination shall be made (i) by a majority vote of the directors who
were not parties to such action, suit or proceeding, even though less than a
quorum, or (ii) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (iii) by the stockholders.
To the extent, however, that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith, without
the necessity of authorization in the specific case.

     Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article X, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe such person's conduct
was unlawful, if such person's action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
such person by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section 4 shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other entity or enterprise of which such person
is or was serving at the request of the Corporation as a director, officer,
employee or agent. The provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person

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may be deemed to have met the applicable standard of conduct set forth in
Sections 1 or 2, and in each case Section 11, of this Article X, as the case may
be.

     Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article X, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2, and in each case Section 11, of this Article X. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Sections 1 or 2, and in each case Section 11, of this Article X, as the case may
be. Neither a contrary determination in the specific case under Section 3 of
this Article X nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

     Section 6. Expenses Payable in Advance. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article X.

     Section 7. Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by or

                                      -31-


granted pursuant to this Article X shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article X shall be made to the
fullest extent permitted by law. The provisions of this Article X shall not be
deemed to preclude the indemnification of any person who is not specified in
Sections 1 or 2 of this Article X but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

     Section 8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation 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
entity or enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article X.

     Section 9. Certain Definitions. For purposes of this Article X, references
to "the Corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors or
officers, so that any person who is or was a director or officer of such
constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,

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partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, shall stand in the same position under the provisions of this
Article X with respect to the resulting or surviving corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued. For purposes of this Article X, references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
X. For purposes of this Article X, the term "officers" shall not include
"Appointed Officers" as defined in Section 15 of Article V.

     Section 10. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article X shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article X to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 hereof), the
Corporation shall not be obligated to indemnify any director or officer in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Corporation.

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     Section 12. Indemnification of Appointed Officers, Employees and Agents.
The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to Appointed Officers, employees and agents of the Corporation similar to those
conferred in this Article X to directors and officers of the Corporation.

                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS
                              --------------------

     Section 1. Amendment of By-Laws. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted by the stockholders
or by the Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
meeting of stockholders or Board of Directors as the case may be. All such
amendments must be approved by either the affirmative vote of the holders of a
majority in total number of votes of the outstanding capital stock entitled to
vote thereon or by a majority of the directors then in office.

     Section 2. Entire Board of Directors. As used in these By-Laws generally,
the term "entire Board of Directors" means the total number of directors which
the Corporation would have if there were no vacancies.

                                   ARTICLE XII

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

     Section 1. Seal. The Board of Directors shall approve a corporate seal
which shall be in the form of a circle and shall bear the name of the
Corporation, the year of its incorporation and the word "Delaware." The Seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

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     Section 2. Fiscal Year. The fiscal year of the Corporation shall be
determined and may be changed by resolution of the Board of Directors, and
unless and until otherwise so determined, shall be the calendar year.










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