<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>dex32.txt
<DESCRIPTION>NCR CORPORATION BYLAWS
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2

                                 NCR CORPORATION

                                   ----------

                                     BYLAWS

                    AS AMENDED AND RESTATED ON JULY 24, 2002

                                   ARTICLE I.

                                  STOCKHOLDERS

          Section 1.   The Corporation shall hold annually a regular meeting of
its stockholders for the election of the Directors and for the transaction of
general business at such place within the United States as the Board of
Directors shall determine and shall cause to be stated in the notice of such
meeting, on any business day during the 31-day period beginning on the third
Thursday of April of each year. Such annual meetings shall be general meetings,
that is to say, open for the transaction of any business within the powers of
the Corporation without special notice unless otherwise required by statute, by
the Charter (which term, as used in these Bylaws, shall include all amendments
to the Charter and all Articles Supplementary) or by these Bylaws. Failure to
hold an annual meeting at the designated time shall not, however, invalidate the
corporate existence or affect otherwise valid corporate acts.

          Section 2.   At any time in the interval between annual meetings,
special meetings of the stockholders may be called as provided in the Charter,
by the Chief Executive Officer, a President, by the Board of Directors or by the
holders of a majority of the then outstanding shares of common stock of the
Corporation. All such meetings shall be held within the United States. No
business other than that stated in the notice of the special meetings shall be
transacted at such special meeting.

          Section 3.   Written or printed notice of every annual or special
meeting of the stockholders shall be given to each stockholder entitled to vote
at such meeting, by leaving the same with him or at his residence or usual place
of business, by mailing it to him at his address as it appears upon the books of
the Corporation, or by transmitting it to him by electronic mail or any other
electronic means or as otherwise permitted by law, at least ten days and not
more than ninety days before such meeting. Notice of every special meeting shall
state the place, day and hour of such meeting and the business proposed to be
transacted thereat; and no business shall be transacted at such meeting except
that specifically named in the notice. Failure to give notice of any annual
meeting, or any irregularity in such notice, shall not affect the validity of
any annual meeting if held at the time and place fixed by Section 1 of this
Article I, or the validity of any proceedings at any such meeting (other than
proceedings of which special notice is required by statute, by the Charter or by
these Bylaws). No notice of an adjourned or postponed meeting of stockholders
need be given, except as required by law.

<PAGE>

          Section 4.   The Chairman of any special or annual meeting of
stockholders may adjourn or postpone the meeting from time to time, whether or
not a quorum is present. No notice of the time and place of adjourned or
postponed meetings need be given except as required by law. The stockholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment or postponement, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. At any such
adjourned or postponed meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as originally
notified. Except as required by statute, or as provided in the Charter or in
these Bylaws, a majority of all votes cast at a duly called special or annual
meeting of stockholders at which a quorum is present shall be sufficient to
approve any matter which properly comes before the meeting, including the
election of Directors.

          Section 5.   Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by proxy, but no proxy which is dated
more than eleven months before the meeting at which it is offered shall be
accepted, unless such proxy shall, on its face, name a longer or shorter period
for which it is to remain in force. A stockholder may authorize another person
or persons to act as his proxy to the extent permitted by law.

          Section 6.   At any meeting of the stockholders, the polls shall be
opened and closed, the proxies and ballots shall be received, and all questions
touching the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided, by the Chairman of the
Meeting.

          Section 7.   At each meeting of the stockholders, a full, true and
complete list in alphabetical order, or in alphabetical order by classes or
series of stock, of all stockholders entitled to vote at such meeting,
indicating the number and classes or series of shares held by each, shall be
furnished by the Secretary.

          Section 8.   (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 (a) pursuant
     to the Corporation's notice of meeting pursuant to these Bylaws, (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 at the time of giving of
     notice provided for in this Bylaw, who is entitled to vote at the meeting
     and who complies with the notice procedures set forth in this Bylaw.

     (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 Bylaw, the stockholder must have given timely notice thereof in
     writing to the Secretary of the Corporation and such other business must
     otherwise be a proper matter for stockholder action. To be timely, a
     stockholder's notice shall be delivered to the Secretary at the principal
     executive offices of the Corporation not later than the close of business
     on the 90th calendar day nor

                                       -2-

<PAGE>

     earlier than the close of business on the 120th calendar 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 calendar days before or more than sixty calendar days after such
     anniversary date, notice by the stockholder to be timely must be so
     delivered not earlier than the close of business on the 120th calendar day
     prior to such annual meeting and not later than the close of business on
     the later of the 90th calendar day prior to such annual meeting or the 10th
     calendar day following the calendar day on which public announcement of the
     date of such meeting is first made by the Corporation. For purposes of
     determining whether a stockholder's notice shall have been delivered in a
     timely manner for the annual meeting of stockholders in 1997, the first
     anniversary of the previous year's meeting shall be deemed to be April 16,
     1997. In no event shall the public announcement of an adjournment or
     postponement of an annual meeting commence a new time period for the giving
     of a stockholder's notice as described above. Such stockholder's notice
     shall set forth (a) as to each person whom the stockholder proposes to
     nominate for election or reelection as a Director all information relating
     to such person that is required to be disclosed in solicitations of proxies
     for election of Directors in an election contest, or is otherwise required,
     in each case pursuant to Regulation 14A under the Securities Exchange Act
     of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
     (including such person's written consent to being named in the proxy
     statement as a nominee and to serving as a Director if elected); (b) as to
     any other business that the stockholder proposes to bring before the
     meeting, a brief description of the business desired to be brought before
     the meeting, the reasons for conducting such business at the meeting and
     any material interest in such business of such stockholder and the
     beneficial owner, if any, on whose behalf the proposal is made; and (c) as
     to the stockholder giving the notice and the beneficial owner, if any, on
     whose behalf the nomination or proposal is made (i) the name and address of
     such stockholder, as they appear on the Corporation's books, and of such
     beneficial owner and (ii) the class and number of shares of the Corporation
     which are owned beneficially and of record by such stockholder and such
     beneficial owner.

     (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of
     this Bylaw to the contrary, in the event that the number of Directors to be
     elected to the Board of Directors of the Corporation is increased and there
     is no public announcement by the Corporation naming all of the nominees for
     Director or specifying the size of the increased Board of Directors at
     least 100 calendar days prior to the first anniversary of the preceding
     year's annual meeting, a stockholder's notice required by this Bylaw shall
     also be considered timely, but only with respect to nominees for any new
     positions created by such increase, if it shall be delivered to the
     Secretary at the principal executive offices of the Corporation not later
     than the close of business on the 10th calendar 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 Section 2 of Article I of these Bylaws. Nominations of
     persons for election to the Board of Directors may be made at a special
     meeting of stockholders at which Directors are to

                                       -3-

<PAGE>

     be elected pursuant to the Corporation's notice of meeting (a) by or at the
     direction of the Board of Directors, (b) 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 of giving of notice provided for in this Bylaw, who shall be entitled
     to vote at the meeting and who complies with the notice procedures set
     forth in this Bylaw. 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 stockholder may nominate a person or persons (as
     the case may be), for election to such position(s) as specified in the
     Corporation's notice of meeting pursuant to such clause (b), if the
     stockholder complies with the notice procedures set forth in paragraph
     (a)(2) of this Bylaw and if the stockholder's notice required by paragraph
     (a)(2) of this Bylaw shall be delivered to the Secretary at the principal
     executive offices of the Corporation not earlier than the close of business
     on the 120th calendar day prior to such special meeting and not later than
     the close of business on the later of the 90th calendar day prior to such
     special meeting or the 10th calendar 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 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 Bylaw shall be eligible to serve as Directors and only
     such business shall be conducted at a meeting of stockholders as shall have
     been brought before the meeting in accordance with the procedures set forth
     in this Bylaw. Except as otherwise provided by law, the Charter or these
     Bylaws, the Chairman of the meeting shall have the power and duty to
     determine whether a nomination or any business proposed to be brought
     before the meeting was made or proposed, as the case may be, in accordance
     with the procedures set forth in this Bylaw and, if any proposed nomination
     or business is not in compliance with this Bylaw, to declare that such
     defective proposal or nomination shall be disregarded.

     (2) For purposes of this Bylaw, "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 Bylaw, a stockholder
     shall also comply with all applicable requirements of state law and of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Bylaw. Nothing in this Bylaw 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, (b) of the holders of any series of Preferred Stock to elect Directors

                                       -4-

<PAGE>

     under an applicable Articles Supplementary (as defined in the Corporation's
     Charter), or (c) of the Corporation to omit proposals pursuant to Rule
     14a-8 under the Exchange Act.

          Section 9.   No matter shall be considered at any meeting of the
stockholders except upon a motion duly made and seconded. Any motion or second
of a motion shall be made only by a natural person present at the meeting who
either is a stockholder of the Company or is acting on behalf of a stockholder
of the Company, provided, that if the person is acting on behalf of a
stockholder, he or she must present a written statement executed by the
stockholder or the duly authorized attorney of the stockholder on whose behalf
he or she purports to act.

          Section 10.  At each meeting of the stockholders, the order of
business and the procedures to be followed in conducting such business shall be
determined by the presiding officer at the meeting in accordance with the law,
the Charter and these Bylaws. The presiding officer at each meeting shall be
appointed by the Board of Directors prior to the meeting.

          Section 11.  The acquisition of shares of common stock of the
Corporation by any existing or future stockholders or their affiliates or
associates shall be exempt from all of the provisions of Subtitle 7 (entitled
"Voting Rights of Certain Control Shares") of title 3 of the Maryland General
Corporation Law, as amended.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

          Section 1.   Subject to the restrictions contained in the Charter and
these Bylaws, the business and property of the Corporation shall be managed
under the direction of its Board of Directors, which may exercise all the powers
of the Corporation except such as by statute, by the Charter, or by these
Bylaws, are conferred upon or reserved to the stockholders. The Board of
Directors shall have the power to fix the compensation of its members and shall
provide for the payment of the expenses of Directors in attending meetings of
the Board of Directors and of any committee of the Board of Directors.

          Section 2.   Subject to removal, death, resignation or retirement of
a Director, a Director shall hold office until the annual meeting of the
stockholders for the year in which such Director's term expires and until a
successor shall be elected and qualified, or a successor appointed as provided
in Section 7.1(d) of the Charter.

          Section 3.   (a) From time to time, the number of Directors may be
increased to not more than 20, or decreased to not less than 3, upon resolution
approved by a majority of the total number of Directors which the Corporation
would have if there were no vacancies (the "Whole Board"). The Directors, other
than those who may be elected in accordance with the terms of any Articles
Supplementary, shall be divided into three classes. Each such class shall
consist, as nearly as may be possible, of one-third of the total number of
Directors, and any

                                       -5-

<PAGE>

remaining Directors shall be included with such group or groups as the Board of
Directors shall designate. At the annual meeting of the stockholders of the
Corporation for 1996, a class of Directors shall be elected for a one-year term,
a class of Directors shall be elected for a two-year term, and a class of
Directors shall be elected for a three-year term. At each succeeding annual
meeting of stockholders, beginning with 1997, successors to the class of
Directors whose term expires at that annual meeting shall be elected for a
three-year term. If the number of Directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of Directors
in each class as nearly equal as possible, but in no case shall a decrease in
the number of Directors shorten the term of any incumbent Director.

          (b) Except as provided by law with respect to Directors elected by
stockholders of a class or series, any Director or the entire Board of Directors
may be removed for cause by the affirmative vote of the holders of not less than
80% of the voting power of all Voting Stock (as defined in the Charter) then
outstanding, voting together as a single class. Subject to such removal, or the
death, resignation or retirement of a Director, a Director shall hold office
until the annual meeting of the stockholders for the year in which such
Director's term expires and until a successor shall be elected and qualified,
except as provided in Section 7.1(d) of the Charter.

          (c) Except as provided by law with respect to Directors elected by
stockholders of a class or series, a vacancy on the Board of Directors which
results from the removal of a Director may be filled by the affirmative vote of
the holders of not less than 80% of the voting power of the then outstanding
Voting Stock, voting together as a single class, and a vacancy which results
from any such removal or from any other cause may be filled by a majority of the
remaining Directors, whether or not sufficient to constitute a quorum. Any
Director so elected by the Board of Directors shall hold office until the next
annual meeting of stockholders and until his successor is elected and qualified
and any Director so elected by the stockholders shall hold office for the
remainder of the term of the removed Director. No decrease in the number of
Directors constituting the Board of Directors shall shorten the term of any
incumbent Director.

          Section 4.   The Board of Directors shall meet for the election of
officers and for the transaction of any other business as soon as practicable
after the annual meeting of stockholders. Other regular meetings of the Board of
Directors shall be held at such times and from time to time as may be fixed by
the Board of Directors or the Chairman, and on not less than 48 hours' notice,
given in such manner as the Board of Directors or the Chairman may determine.
Special meetings of the Board of Directors shall be held at such times and from
time to time pursuant to call of the Chairman of the Board or of the Chief
Executive Officer, if the Chief Executive Officer is also a Director, with
notice thereof given in writing or by telephonic or other means of communication
in such manner as the Chairman of the Board or the Chief Executive Officer, as
the case may be, may determine.

          Section 5.   Regular and special meetings of the Board of Directors
may be held at such place or places within or without the State of Maryland as
the Board of Directors may from time to time determine.

                                       -6-

<PAGE>

          Section 6.   A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but if, at any meeting of the Board of
Directors, there shall be less than a quorum present, the Directors present at
the meeting, without further notice, may adjourn the same from time to time, not
exceeding ten days at any one time, until a quorum shall attend. Except as
required by statute, or as provided in the Charter or these Bylaws, a majority
of the Directors present at any meeting at which a quorum is present shall
decide any questions that may come before the meeting.

                                  ARTICLE III.

                      COMMITTEES OF THE BOARD OF DIRECTORS

EXECUTIVE COMMITTEE

          Section 1.   The Board of Directors may elect an Executive Committee
consisting of three or more Directors. If such a Committee is established, the
Board of Directors shall appoint one of the members of the Executive Committee
to the office of Chairman of the Executive Committee. The Chairman and other
members of the Executive Committee shall hold office until the first meeting of
the Board of Directors following the annual meeting of stockholders next
succeeding their respective elections or until removed by the Board of Directors
or until they shall cease to be Directors. Vacancies in the Executive Committee
or in the office of Chairman of the Executive Committee shall be filled by the
Board of Directors.

          Section 2.   If such a Committee is established, all the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, except as otherwise provided by the Maryland General Corporation
Law, the Charter and these Bylaws, shall vest in the Executive Committee, when
the Board of Directors is not in session.

AUDIT AND FINANCE COMMITTEE

          Section 3.   The Board of Directors may elect an Audit and Finance
Committee consisting of three or more Directors. The Board of Directors shall
appoint one of the members of the Audit and Finance Committee to the office of
Chairman of the Audit and Finance Committee. The Chairman and other members of
the Audit and Finance Committee shall hold office until the first meeting of the
Board of Directors following the annual meeting of stockholders next succeeding
their respective elections or until removed by the Board of Directors or until
they shall cease to be Directors. Vacancies in the Audit and Finance Committee
or in the office of Chairman of the Audit and Finance Committee shall be filled
by the Board of Directors.

                                       -7-

<PAGE>

COMPENSATION COMMITTEE

          Section 4.   The Board of Directors may elect a Compensation Committee
consisting of three or more Directors. The Board of Directors shall appoint one
of the members of the Compensation Committee to the office of Chairman of the
Compensation Committee. The Chairman and other members of the Compensation
Committee shall hold office until the first meeting of the Board of Directors
following the annual meeting of stockholders next succeeding their respective
elections or until removed by the Board of Directors or until they shall cease
to be Directors. Vacancies in the Compensation Committee or in the office of
Chairman of the Compensation Committee shall be filled by the Board of
Directors.

COMMITTEE ON DIRECTORS AND GOVERNANCE

          Section 5.   The Board of Directors may elect a Committee on Directors
and Governance consisting of three or more Directors. The Board of Directors
shall appoint one of the members of the Committee on Directors and Governance to
the office of Chairman of the Committee on Directors and Governance. The
Chairman and other members of the Committee on Directors and Governance shall
hold office until the first meeting of the Board of Directors following the
annual meeting of stockholders next succeeding their respective elections or
until removed by the Board of Directors or until they shall cease to be
Directors. Vacancies in the Committee on Directors and Governance or in the
office of Chairman of the Committee on Directors and Governance shall be filled
by the Board of Directors.

OTHER COMMITTEES

          Section 6.   The Board of Directors may, by resolution adopted by a
majority of the entire Board, designate one or more additional committees, each
of which shall consist of one or more Directors of the Corporation, and if it
elects such a committee, shall appoint one of the members of the committee to be
Chairman thereof.

MEETINGS OF COMMITTEES

          Section 7.   The Executive Committee and each other committee shall
meet from time to time on call of its Chairman or on call of any one or more of
its members or the Chairman of the Board for the transaction of any business.

          Section 8.   At any meeting, however called, of the Executive
Committee and each other committee, a majority of its members shall constitute a
quorum for the transaction of business. A majority of such quorum shall decide
any matter that may come before the meeting.

          Section 9.   The Executive Committee and each other committee shall
keep minutes of its proceedings.

                                       -8-

<PAGE>

                                   ARTICLE IV.

                                    OFFICERS

          Section 1.   The Board of Directors shall appoint one of their number
as Chairman of the Board and may appoint one of their number as Honorary
Chairman of the Board. In addition, the Board of Directors may appoint one of
their number as Acting Chairman of the Board. All of the duties and powers of
the Chairman of the Board shall be vested in the Acting Chairman of the Board in
the event of the absence of the Chairman or in the event that the Chairman
ceases, for any reason, to be a member of the Board and the Board has not yet
elected a successor. The Board of Directors shall appoint a Chief Executive
Officer who may also be a Director. The Board of Directors may also appoint one
or more Presidents, Senior Vice Presidents and Vice Presidents, who need not be
Directors, and such other officers and agents with such powers and duties as the
Board of Directors may prescribe. The Chief Executive Officer shall appoint a
Treasurer and a Secretary, neither of whom need be a Director, and may appoint a
controller and one or more Assistant Vice Presidents, Assistant Controllers,
Assistant Secretaries and Assistant Treasurers, none of whom need be a Director.
All said officers shall hold office until the first meeting of the Board of
Directors following the annual meeting of the stockholders next succeeding their
respective elections, and until their successors are appointed and qualify. Any
two of said offices, except those of President and Senior Vice President or Vice
President, may, at the discretion of the Board of Directors, be held by the same
person.

          Section 2.   Subject to any supervisory duties that may be given to
the Chairman of the Board by the Board of Directors, the Chief Executive Officer
shall have direct supervision and authority over the affairs of the Corporation.
If the Chief Executive Officer is also a Director, and in the absence of the
Chairman of the Board, the Chief Executive Officer shall preside at all meetings
of the Board of Directors at which he shall be present. He shall make a report
of the operation of the Corporation for the preceding fiscal year to the
stockholders at their annual meeting and shall perform such other duties as are
incident to his office, or as from time to time may be assigned to him by the
Board of Directors or the Executive Committee, or by these Bylaws.

          Section 3.   The Chairman of the Board shall preside at all meetings
of the Board of Directors at which he shall be present and shall have such other
powers and duties as from time to time may be assigned to him by the Board of
Directors or the Executive Committee or by these Bylaws.

          Section 4.   The Chairman of the Executive Committee shall preside at
all meetings of the Executive Committee at which he shall be present and, in the
absence of the Chairman of the Board and the Chief Executive Officer, if the
Chief Executive Officer is also a Director, shall preside at all meetings of the
Board of Directors at which he shall be present.

          Section 5.   Except as otherwise provided in these Bylaws, the
Presidents shall perform the duties and exercise all the functions of the Chief
Executive Officer in his absence or during his inability to act, in such manner
as from time to time may be determined by the Board

                                       -9-

<PAGE>

of Directors or by the Executive Committee. The Presidents, Senior Vice
Presidents and Vice Presidents shall have such other powers, and perform such
other duties, as may be assigned to him or them by the Board of Directors, the
Executive Committee, the Chairman of the Executive Committee, the Chief
Executive Officer, or these Bylaws.

          Section 6.   The Secretary shall issue notices for all meetings, shall
keep the minutes of all meetings, shall have charge of the records of the
Corporation, and shall make such reports and perform such other duties as are
incident to his office or are required of him by the Board of Directors, the
Chairman of the Board, the Executive Committee, the Chairman of the Executive
Committee, the Chief Executive Officer, or these Bylaws.

          Section 7.   The Treasurer shall have charge of all monies and
securities of the Corporation and shall cause regular books of account to be
kept. The Treasurer shall perform all duties incident to his office or are
required by him of the Board of Directors, the Chairman of the Board, the
Executive Committee, the Chairman of the Executive Committee, the Chief
Executive Officer or these Bylaws, and may be required to give bond for the
faithful performance of his duties in such sum and with such surety as may be
required by the Board of Directors or the Executive Committee.

                                   ARTICLE V.

                   ANNUAL STATEMENT OF AFFAIRS AND FISCAL YEAR

          Section 1.   There shall be prepared annually a full and correct
statement of the affairs of the Corporation, to include a balance sheet and a
financial statement of the operations for the preceding fiscal year. The
statement of affairs shall be submitted at the annual meeting of the
stockholders and not more than twenty (20) days after the meeting, placed on
file at the Corporation's principal office. Such statement shall be prepared or
caused to be prepared by such executive officer of the Corporation as may be
designated by the Board of Directors. If no other executive officer is so
designated, it shall be the duty of the Chief Executive Officer to prepare or
cause to be prepared such statement.

          Section 2.   The fiscal year of the Corporation shall end on the
thirty-first day of December in each year, or on such other day as may be fixed
from time to time by the Board of Directors.

                                   ARTICLE VI.

                                      SEAL

          The Board of Directors shall provide (with one or more duplicates) a
suitable seal, containing the name of the Corporation, which shall be in the
charge of the Secretary or Assistant Secretaries.

                                      -10-

<PAGE>

                                  ARTICLE VII.

                                      STOCK

          Section 1.   Shares of capital stock of the Corporation may be issued
as share certificates or may be uncertificated. If issued as share certificates,
such certificates shall be issued in such form as may be approved by the Board
of Directors and shall be signed by the Chief Executive Officer, the Chairman of
the Board, a President, a Senior Vice President or a Vice President, and also
countersigned by one of the following: the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary; and shall be sealed with the seal of
the Corporation (which may be in the form of a facsimile of the seal of the
Corporation).

          Section 2.   The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue and registration of certificates of stock, provided, however, that it
shall conform to all requirements of any stock exchange upon which any class of
its stock is listed.

          Section 3.   The Board of Directors at any time by resolution may
direct that the stock transfer books be closed for a period not exceeding twenty
days immediately preceding any annual or special meeting of the stockholders, or
the payment of any dividend or any allotment of rights. In lieu of providing for
the closing of the books against transfers of stock as aforesaid the Board of
Directors may fix a date, not less than ten days nor more than ninety days
preceding the date of any meeting of stockholders, and not more than ninety days
preceding any dividend payment date or the date of any allotment of rights, as a
record date for the determination of the stockholders entitled to notice of and
to vote at such meeting, or entitled to receive such dividends or rights, as the
case may be.

          Section 4.   In case any certificate of stock is lost, stolen,
mutilated or destroyed, the Board of Directors shall authorize the issue of a
new certificate in place thereof upon such terms and conditions as it may deem
advisable.

                                  ARTICLE VIII.

                            EXECUTION OF INSTRUMENTS

          All checks, drafts, bills of exchange, acceptances, debentures, bonds,
coupons, notes or other obligations or evidences of indebtedness of the
Corporation and also all deeds, mortgages, indentures, bills of sale,
assignments, conveyances or other instruments of transfer, contracts,
agreements, licenses, endorsements, stock powers, dividend orders, powers of
attorney, proxies, waivers, consents, returns, reports, applications,
appearances, complaints, declarations, petitions, stipulations, answers,
denials, certificates, demands, notices or documents, instruments or writings of
any nature shall be signed, executed, verified, acknowledged and delivered by
such officers, agents or employees of the Corporation, or any one of them, and
in such manner, as from time to time may be determined by the Board of Directors
or by the Executive Committee, except as provided by statute, by the Charter or
by these Bylaws.

                                      -11-

<PAGE>

                                   ARTICLE IX.

                          WAIVER OF NOTICE OF MEETINGS

          Section 1.   Notice of the time, place and/or purposes of any meeting
of stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy; if any stockholder shall, in writing
filed with the records of the meeting either before or after the holding
thereof, waive notice of any stockholders meeting, notice thereof need not be
given to him.

          Section 2.   Notice of any meeting of the Board of Directors need not
be given to any Director if he shall, in writing filed with the records of the
meeting either before or after the holding thereof, waive such notice; and any
meeting of the Board of Directors shall be a legal meeting without notice
thereof having been given, if all the Directors shall be present thereat.

                                   ARTICLE X.

                               AMENDMENT TO BYLAWS

          Section 1.   These Bylaws may be altered or repealed and new Bylaws
may be adopted (a) at any annual or special meeting of stockholders by the
affirmative vote of the holders of a majority of the voting power of the stock
issued and outstanding and entitled to vote thereat, provided, however, that to
the extent set forth in the Charter any proposed alteration or repeal of, or the
adoption of, any Bylaw shall require the affirmative vote of the holders of at
least 80% of the voting power of all Voting Stock (as defined in the Charter)
then outstanding, voting together as a single class, and provided, further,
however, that, in the case of any such stockholder action at a special meeting
of stockholders, notice of the proposed alteration, repeal or adoption of the
new Bylaw or Bylaws must be contained in the notice of such special meeting, or
(b) by the affirmative vote of a majority of the Whole Board.

                                   ARTICLE XI.

                                 INDEMNIFICATION

          Section 1.   The provisions of Section 2-418 of the Maryland General
Corporation Law, as in effect from time to time, and any successor thereto, are
hereby incorporated by reference in these Bylaws.

          Section 2.   Subject to the provisions of Section 4 of this Article
XI, the Corporation (a) shall indemnify its Directors and officers, whether
serving the Corporation or at its request any other entity, to the full extent
required or permitted by the General Laws of the

                                      -12-

<PAGE>

State of Maryland now or hereafter in force, including the advance of expenses
under the procedures set forth in Section 3 hereof and to the full extent
permitted by law and (b) may indemnify other employees and agents to such
extent, if any, as shall be authorized by the Board of Directors and be
permitted by law, and may advance expenses to employees and agents under the
procedures set forth in Section 5 hereof. For purposes of this Article XI, the
"advance of expenses" shall include the providing by the Corporation to a
Director, officer, employee or agent who has been named a party to a proceeding,
of legal representation by, or at the expense of, the Corporation.

          Section 3.   Any indemnification of an officer or Director or advance
of expenses to an officer or Director in advance of the final disposition of any
proceeding, shall be made promptly, and in any event within sixty (60) days,
upon the written request of the Director or officer entitled to request
indemnification. A request for advance of expenses shall contain the affirmation
and undertaking described in Section 5 hereof and be delivered to the General
Counsel of the Corporation or to the Chairman of the Board. The right of an
officer or Director to indemnification and advance of expenses hereunder shall
be enforceable by the officer or Director entitled to request indemnification in
any court of competent jurisdiction, if (a) the Corporation denies such request,
in whole or in part, or (b) no disposition thereof is made within sixty (60)
days. The costs and expenses incurred by the officer or Director entitled to
request indemnification in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such action shall, subject
to Section 4 hereof, also be indemnified by the Corporation. All rights of an
officer or Director to indemnification and advance of expenses hereunder shall
be deemed to be a contract between the Corporation and each Director or officer
of the Corporation who serves or served in such capacity at any time while this
Article XI is in effect.

          Section 4.   Anything in this Article XI to the contrary
notwithstanding except in circumstances where indemnification is required under
the General Laws of the State of Maryland now or hereafter in force, no
indemnification of a Director or officer may be made hereunder unless a
determination has been made in accordance with the procedures set forth in
Section 2-418(a) of the Maryland General Corporation Law, as in effect from time
to time and any successor thereto, that the officer or Director requesting
indemnification has met the requisite standard of conduct. An officer or
Director requesting indemnification shall have met the requisite standard of
conduct unless it is established that: (a) the act or omission of the Director
or officer was material to the matter giving rise to the proceeding, and (i) was
committed in bad faith, or (ii) was the result of active and deliberate
dishonesty; or (b) the Director or officer actually received an improper benefit
in money, property or services; or (c) in the case of a criminal proceeding, the
Director or officer had reasonable cause to believe the act or omission was
unlawful.

          Section 5.   The Corporation may advance expenses, prior to the final
disposition of any proceeding, to or on behalf of an employee or agent of the
Corporation who is a party to a proceeding as to action while employed by or on
behalf of the Corporation and who is neither an officer nor Director of the
Corporation upon (a) the submission by the employee or agent to the General
Counsel of the Corporation of a written affirmation that it is such employee's
or agent's

                                      -13-

<PAGE>

good faith belief that such employee or agent has met the standard of conduct as
set forth in Section 4 hereof and an undertaking by such employee or agent to
reimburse the Corporation for the advance of expenses by the Corporation to or
on behalf of such employee or agent if it shall ultimately be determined that
the standard of conduct has not been met and (b) the determination by the
General Counsel, in his discretion, that advance of expenses to the employee or
agent is appropriate in light of all of the circumstances, subject to such
additional conditions and restrictions not inconsistent with this Article XI as
the General Counsel shall impose.

          Section 6.   The indemnification and advance of expenses provided by
this Article XI (a) shall not be deemed exclusive of any other rights to which a
person requesting indemnification or advance of expenses may be entitled under
any law (common or statutory), or any agreement, vote of stockholders or
disinterested Directors or other provision that is not contrary to law, both as
to action in his or her official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
Corporation, (b) shall continue in respect of all events occurring while a
person was a Director, officer, employee or agent of the Corporation, and (c)
shall inure to the benefit of the estate, heirs, executors and administrators of
such person.

          Section 7.   This Article XI shall be effective from and after the
date of its adoption and shall apply to all proceedings arising prior to or
after such date, regardless of whether relating to facts or circumstances
occurring prior to or after such date. Subject to Article X of these Bylaws
nothing herein shall prevent the amendment of this Article XI, provided that no
such amendment shall diminish the rights of any person hereunder with respect to
events occurring or claims made before the adoption of such amendment or as to
claims made after such adoption in respect of events occurring before such
adoption.

          Section 8.   The Board of Directors may take such action as is
necessary to carry out the indemnification provisions of this Article XI and is
expressly empowered to adopt, approve and amend from time to time such
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.

                                      -14-

</TEXT>
</DOCUMENT>
