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                                                                    EXHIBIT 3(b)


                            SAGA COMMUNICATIONS, INC.
                                     BY-LAWS








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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                        Page
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<S>                                                                                                              <C>
ARTICLE 1. OFFICES  ..........................................................................................1
Section 1.01. Registered Office and Agent.........................................................................1
Section 1.02. Other Offices.......................................................................................1
ARTICLE 2. MEETINGS OF STOCKHOLDERS...............................................................................1
Section 2.01. Place of Meetings...................................................................................1
Section 2.02. Annual Meetings.....................................................................................1
Section 2.03. Special Meetings....................................................................................1
Section 2.04. Notice of Meetings..................................................................................2
Section 2.05. Quorum..............................................................................................2
Section 2.06. Organization; Procedure.............................................................................2
Section 2.07. Voting..............................................................................................4
Section 2.08. Inspectors..........................................................................................5
Section 2.09. List of Stockholders................................................................................5
ARTICLE 3. BOARD OF DIRECTORS.....................................................................................5
Section 3.01. General Powers......................................................................................5
Section 3.02. Number, Qualifications and Term of Office...........................................................6
Section 3.03. Election of Directors...............................................................................6
Section 3.04. Quorum and Manner of Acting.........................................................................6
Section 3.05. Offices, Place of Meeting and Records...............................................................6
Section 3.06. Annual Meeting......................................................................................6
Section 3.07. Regular Meetings....................................................................................6
Section 3.08. Special Meetings; Notice............................................................................7
Section 3.09. Organization........................................................................................7
Section 3.10. Order of Business...................................................................................7
Section 3.11. Removal of Directors................................................................................7
Section 3.12. Resignation.........................................................................................7
Section 3.13. Vacancies...........................................................................................8
Section 3.14. Compensation........................................................................................8
ARTICLE 4. COMMITTEES.............................................................................................8
Section 4.01. Executive Committee.................................................................................8
Section 4.02. Powers..............................................................................................8
Section 4.03. Procedures; Meetings; Quorum........................................................................9
Section 4.04. Compensation........................................................................................9
Section 4.05. Other Board Committees..............................................................................9
Section 4.06. Alternates..........................................................................................9
Section 4.07. Additional Committees...............................................................................9
ARTICLE 5. ACTION BY CONSENT.....................................................................................10
Section 5.01. Consent by Directors...............................................................................10
Section 5.02. Consent by Stockholders............................................................................10
ARTICLE 6. OFFICERS..............................................................................................11
Section 6.01. Number.............................................................................................11
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
Section 6.02. Election; Qualifications and Term of Office........................................................11
Section 6.03. Other Officers.....................................................................................11
Section 6.04. Removal............................................................................................12
Section 6.05. Resignation........................................................................................12
Section 6.06. Vacancies..........................................................................................12
Section 6.07. Chairman of the Board..............................................................................12
Section 6.08. President..........................................................................................12
Section 6.09. Vice President.....................................................................................12
Section 6.10. Treasurer..........................................................................................12
Section 6.11. Secretary..........................................................................................12
Section 6.12. Salaries...........................................................................................13
ARTICLE 7. INDEMNIFICATION.......................................................................................13
Section 7.01. Indemnity..........................................................................................13
Section 7.02. Procedure for Indemnification of Directors and Officers............................................13
Section 7.03. Survival; Preservation of Other Rights.............................................................14
Section 7.04. Insurance..........................................................................................14
Section 7.05. Severability.......................................................................................15
ARTICLE 8. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.........................................................15
Section 8.01. Execution of Contracts.............................................................................15
Section 8.02. Loans..............................................................................................15
Section 8.03. Checks, Drafts, etc................................................................................15
Section 8.04. Deposits...........................................................................................16
Section 8.05. Proxies in Respect of Securities of Other Corporations.............................................16
ARTICLE 9. BOOKS AND RECORDS.....................................................................................16
Section 9.01. Place..............................................................................................16
Section 9.02. Addresses of Stockholders..........................................................................16
Section 9.03. Record Dates.......................................................................................16
Section 9.04. Audit of Books and Records.........................................................................17
ARTICLE 10. SHARES AND THEIR TRANSFER............................................................................17
Section 10.01. Certificates of Stock.............................................................................17
Section 10.02. Certificates of Stock Issued to Aliens............................................................17
Section 10.03. Legend............................................................................................18
Section 10.04. Record............................................................................................18
Section 10.05. Transfer of Stock.................................................................................18
Section 10.06. Transfer Agent and Registrar; Regulations.........................................................18
Section 10.07. Lost, Destroyed or Mutilated Certificates.........................................................18
ARTICLE 11. SEAL.................................................................................................19
ARTICLE 12. FISCAL YEAR..........................................................................................19
ARTICLE 13. WAIVER OF NOTICE.....................................................................................19
ARTICLE 14. AMENDMENTS...........................................................................................19
</TABLE>



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<PAGE>

                            SAGA COMMUNICATIONS, INC.

                                     BY-LAWS

                                    ARTICLE 1
                                     OFFICES

         Section 1.01. Registered Office and Agent. The registered office the
Corporation in the State of Delaware shall be at 2711 Centerville Road, Suite
400, in the City of Wilmington, County of New Castle. The name of the registered
agent in charge thereof shall be Corporation Service Company. The registered
office and registered agent of the Corporation may be changed from time to time
by the Board of Directors as provided in Section 133 of the Delaware General
Corporation Law, as from time to time amended.

         Section 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

         Section 2.01. Place of Meetings. All meetings of the stockholders of
the Corporation shall be held at such place either within or without the State
of Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

         Section 2.02. Annual Meetings. The annual meeting of the stockholders
of the Corporation for the election of directors and for the transaction of such
other business as may come before the meeting shall be held at the principal
office of the Corporation in the State of Delaware, or such place as shall be
fixed by the Board of Directors, at ten o'clock in the forenoon, local time, on
the second Monday in May in each year, if not a legal holiday at the place where
the meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. If the election of directors shall not be held on the
day designated herein or the day fixed by the Board, as the case may be, for any
annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

         Section 2.03. Special Meetings. A special meeting of the stockholders
for any purpose or purposes may be called at any time by the President or
Chairman or by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors that the Corporation would have if
there were no vacancies on the Board of Directors.


<PAGE>
         Section 2.04. Notice of Meetings. Except as otherwise required by
statute, notice of each annual or special meeting of stockholders shall be given
to each stockholder of record entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the day on which the meeting is to be
held by delivering written notice thereof to him personally or by mailing such
notice, postage prepaid, addressed to him at his post-office address last shown
on the records of the Corporation or by transmitting notice thereof to him at
such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in the case of a
special meeting, shall state briefly the purposes thereof. Notice of any meeting
of stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy or who shall in person or by attorney
thereunto authorized, waive such notice in writing or by telegraph, cable or any
other available method either before or after such meeting. Notice of any
adjourned meeting of the stockholders shall not be required to be given except
when expressly required by law.

         Section 2.05. Quorum. At each meeting of the stockholders, except as
otherwise provided by statute, the Restated Certificate of Incorporation or
these By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of the stockholders present in
person or represented by proxy or, in the absence of any stockholders, any
officer entitled to preside at, or act as secretary of, such meeting, shall have
the power to adjourn the meeting from time to time, until the stockholders
holding the requisite amount of stock shall be present or represented. At any
such adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting as originally called.

         Section 2.06. Organization; Procedure.

                  (a)      At every meeting of the stockholders, the presiding
         officer of the meeting shall be the Chairman of the Board, or, in the
         absence of a Chairman, the President, or in the absence of both the
         Chairman and the President, the presiding officer shall be a person
         designated by the Chairman prior to the meeting of stockholders. The
         presiding officer of a meeting of stockholders shall determine the
         order of business and the conduct of discussion at the meeting, and in
         the absence of the Secretary or any Assistant Secretary, shall appoint
         a person to act as recording secretary of the meeting.

                  (b)      At any annual meeting of stockholders, only such
         business shall be conducted as shall have been brought before the
         meeting (i) by or at the direction of the Board of Directors or (ii) by
         any stockholder of the Corporation who is entitled to vote with respect
         thereto and who complies with the notice procedures set forth in this
         Section 2.06(b). For business to be properly brought before an annual
         meeting by a stockholder, the stockholder must have given timely notice
         thereof in writing to the Secretary of the Corporation. To be timely, a
         stockholder's notice must be delivered or mailed to and received at the
         principal executive offices of the Corporation not less than ninety
         (90) days prior to the anniversary of the preceding year's annual
         meeting; provided, however, that in the event that the date of the
         annual meeting is advanced by more than twenty (20)

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         days, or delayed by more than sixty (60) days from such anniversary
         date, notice by the stockholder to be timely must be so delivered not
         later than the close of business on the later of the ninetieth (90th)
         day prior to such annual meeting or the tenth (10th) day following the
         day on which notice of the date of the annual meeting was mailed or
         public announcement of the date of such meeting is first made. A
         stockholder's notice to the Secretary shall set forth as to each matter
         such stockholder proposes to bring before the annual meeting (i) a
         brief description of the business desired to be brought before the
         annual meeting and the reasons for conducting such business at the
         annual meeting, (ii) the name and address, as they appear on the
         Corporation's books, of the stockholder who proposed such business,
         (iii) the class and number of shares of the Corporation's capital stock
         that are beneficially owned by such stockholder and (iv) any material
         interest of such stockholder in such business. Notwithstanding anything
         in these Bylaws to the contrary, no business shall be brought before or
         conducted at an annual meeting except in accordance with the provisions
         of this Section 2.06(b). The officer of the Corporation or other person
         presiding over the annual meeting shall, if the facts so warrant,
         determine and declare to the meeting that business was not properly
         brought before the meeting in accordance with the provisions of this
         Section 2.06(b) and, if he should so determine, he shall so declare to
         the meeting and any such business so determined to be not properly
         brought before the meeting shall not be transacted.

                  (c)      At any special meeting of the stockholders, only such
         business shall be conducted as shall have been brought before the
         meeting by or at the direction of the Board of Directors.

                  (d)      Only persons who are nominated in accordance with the
         procedures set forth in these Bylaws shall be eligible for election as
         directors. Nominations of persons for election to the Board of
         Directors of the Corporation may be made at an annual meeting of
         stockholders at which directors are to be elected only (i) by or at the
         direction of the Board of Directors or (ii) by any stockholder of the
         Corporation entitled to vote for the election of directors at the
         meeting who complies with the notice procedures set forth in this
         Section 2.06(d). Such nominations, other than those made by or at the
         direction of the Board of Directors, shall be made by timely notice in
         writing to the Secretary of the Corporation. To be timely, a
         stockholder's notice shall be delivered or mailed to and received at
         the principal executive offices of the Corporation not less than ninety
         (90) days prior to the date of the meeting; provided, however, that in
         the event that less than forty (40) days' notice of the date of the
         meeting is given or made to stockholders, notice by the stockholder to
         be timely must be so received not later than the close of business on
         the tenth (10th) day following the day on which such notice of the date
         of the meeting was mailed. Such stockholder's notice shall set forth
         (i) as to each person whom such stockholder proposes to nominate for
         election or re-election as a director, all information relating to such
         person that is required to be disclosed in solicitations of proxies for
         election of directors, or is otherwise required, in each case pursuant
         to Regulation 14A under the Securities Exchange Act of 1934, as amended
         (including such person's written consent to being named in the proxy
         statement as a nominee and to serving as a director if elected); and
         (ii) as to the stockholder giving the notice: (x) the name and address,
         as



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<PAGE>

         they appear on the Corporation's books, of such stockholder and (y) the
         class and number of shares of the Corporation's capital stock that are
         beneficially owned by such stockholder. At the request of the Board of
         Directors, any person nominated by the Board of Directors for election
         as a director shall furnish to the Secretary of the Corporation that
         information required to be set forth in a stockholder's notice of
         nomination which pertains to the nominee. No person shall be eligible
         for election as a director of the Corporation unless nominated in
         accordance with the provisions of this Section 2.06(d). The officer of
         the Corporation or other person presiding at the meeting shall, if the
         facts so warrant, determine that a nomination was not made in
         accordance with such provisions and, if he or she should so determine,
         he or she shall so declare to the meeting and the defective nomination
         shall be disregarded.

         Section 2.07. Voting.

                  (a)      Except as otherwise provided by law or by the
         Restated Certificate of Incorporation or these By-Laws, at every
         meeting of the stockholders each stockholder shall be entitled to one
         vote, in person or by proxy, for each share of capital stock of the
         Corporation registered in his names on the books of the Corporation:

                           (i)      on the date fixed pursuant to Section 9.03
                  of theses By-Laws as the record date for the determination of
                  stockholders entitled to vote at such meeting; or

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

                  (b)      No Alien or Aliens (as such term is defined in
         Article Nine of the Restated Certificate of Incorporation) shall be
         entitled to vote or otherwise direct or control the vote of more than
         twenty-five percent (25%) of (i) the capital stock of the Corporation
         entitled to vote at any time and from time to time, or (ii) the total
         voting power of all shares of capital stock of the Corporation
         outstanding and entitled to vote at any time and from time to time.

                  (c)      Persons holding stock in a fiduciary capacity shall
         be entitled to vote the shares so held. In the case of stock held
         jointly by two or more executors, administrators, guardians,
         conservators, trustees or other fiduciaries, such fiduciaries may
         designate in writing one or more of their number to represent such
         stock and vote the shares so held, unless there is a provision to the
         contrary in the instrument, if any, defining their powers and duties.

                  (d)      Persons whose stock is pledged shall be entitled to
         vote thereon until such stock is transferred on the books of the
         Corporation to the pledgee, and thereafter only the pledgee shall be
         entitled to vote.


                                       4

<PAGE>

                  (e)      Any stockholder entitled to vote may do so in person
         or by his proxy appointed by instrument in writing subscribed by such
         stockholder or by his attorney thereunto duly authorized, or by a
         telegram, cable or any other available method delivered to the
         secretary of the meeting; provided, however, that no proxy shall be
         voted after three years from its date, unless said proxy provides for a
         longer period.

                  (f)      At all meetings of the stockholders, all matters
         (except where other provision is made by law or by the Certificate of
         Incorporation or by these By-Laws) shall be decided by the vote of a
         majority in interest of the stockholders entitled to vote thereon,
         present in person or by proxy, at such meeting, a quorum being present.

         Section 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

         Section 2.09. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, 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. Such list shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present. Upon the willful neglect or refusal of the directors to produce
such list at any meeting for the election of directors they shall be ineligible
for election to any office at such meeting. The stock ledger shall be conclusive
evidence as to who are the stockholders entitled to examined the stock ledger
and the list of stockholders required by this Section 2.09 on the books of the
Corporation or to vote in person or by proxy at any meeting of stockholders.

                                   ARTICLE 3.
                               BOARD OF DIRECTORS

         Section 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.


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<PAGE>

         Section 3.02. Number, Qualifications and Term of Office. The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than four (4) as from time to time shall be fixed
by the Board of Directors. A director need not be a stockholder. Each director
shall hold office until the annual meeting of the stockholders next following
his election and until his successor shall have been duly elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

         Section 3.03. Election of Directors. Except as otherwise provided by
the Restated Certificate of Incorporation, at each annual meeting of the
stockholders for the election of directors at which a quorum is present, the
persons, not exceeding the authorized number of directors, receiving the
greatest number of votes of the stockholders entitled to vote thereon, present
in person or by proxy, shall be the directors. In the case of any increase in
the number of directors, the additional director or directors may be elected
either at the meeting of the Board of Directors or of the stockholders at which
such increase is voted, or at any subsequent annual, regular or special meeting
of the Board of Directors or stockholders.

         Section 3.04. Quorum and Manner of Acting. Except as otherwise provided
by statute or by the Restated Certificate of Incorporation, a majority of the
directors at the time in office shall constitute a quorum for the transaction of
business at any meeting and the affirmative action of a majority of the
directors present at any meeting at which a quorum is present shall be required
for the taking of any action by the Board of Directors. In the event one or more
of the directors shall be disqualified to vote at such meeting, then the
required quorum shall be reduced by one for each such director so disqualified;
provided, however, that in no event shall the quorum as adjusted be less than
one third of the total number of directors. In the absence of a quorum at any
meeting of the Board such meeting need not be held; or a majority of the
directors present thereat or, if no director be present, the Secretary may
adjourn such meeting from time to time until a quorum shall be present. Notice
of any adjourned meeting need not be given.

         Section 3.05. Offices, Place of Meeting and Records. The Board of
Directors may hold meetings, have an office or offices and keep the books and
records of the Corporation at such place or places within or without the State
of Delaware as the Board may from time to time determine. The place of meeting
shall be specified or fixed in the respective notice or waivers of notice
thereof, except where otherwise provided by statute, by the Restated Certificate
of Incorporation or these By-Laws.

         Section 3.06. Annual 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 following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

         Section 3.07. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall from
time to time by resolution determine. If any day fixed for a regular meeting
shall be a legal holiday at the place where the



                                       6
<PAGE>

meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at said place at the same hour on the next succeeding business
day. Notice of regular meetings need not be given; provided, however, that if
the Board of Directors shall fix or change the time or place of any regular
meeting, notice of such action shall be mailed promptly, or sent by telegram,
telex, facsimile or cable, to each director who shall not have been present at
the meeting at which such action was taken, addressed to him at his usual place
of business, or shall be delivered to him personally. Notice of such action need
not be given to any director who attends the first regular meeting after such
action is taken without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any director who submits a signed waiver of
notice, whether before or after such meeting.

         Section 3.08. Special Meetings; Notice. Special meetings of the Board
of Directors shall be held whenever called by the President or the Chairman or
by any two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purpose
thereof except as otherwise expressly herein provided. Notice of any such
meeting need not be given to any director, however if waived by him in writing
or by telegraph, cable or other available means, or if he shall be present at
such meeting.

         Section 3.09. Organization. At each meeting of the Board of Directors
the President or Chairmen or, in his or their absence, a director chosen by a
majority of the directors present shall act as chairman. The Secretary or, in
his absence an Assistant Secretary or, in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of such meeting and keep the minutes thereof.

         Section 3.10. Order of Business. At all meetings of the Board of
Directors business shall be transacted in the order determined by the Board.

         Section 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

         Section 3.12. Resignation. Any director of the Corporation may resign
at any time by delivering a written notice of his resignation to the Board of
Directors, the President or Chairman, or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.



                                       7
<PAGE>

         Section 3.13. Vacancies. Any vacancy in the Board of Directors caused
by death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.

         Section 3.14. Compensation. Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at directors' meetings, or both, as the
Board of Directors shall from time to time determine, together with
reimbursement for the reasonable expenses incurred by him in connection with the
performance of his duties; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefore.

                                   ARTICLE 4.
                                   COMMITTEES

         Section 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance .

         Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly appointed and
qualified. The chairman of the Executive Committee or, in his absence, a member
of the Committee chosen by a majority of the members present shall preside at
meetings of the Executive Committee and the Secretary or an Assistant Secretary
of the Corporation, or such other person as the Executive Committee shall from
time to time determine, shall act as secretary of the Executive Committee.

         The Board of Directors, by action of the majority of the whole Board,
shall fill vacancies in the Executive Committee.

         Section 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all the
powers of the Board of


                                       8
<PAGE>

Directors in all cases in which specific directions shall not have been given by
the Board of Directors.

         Section 4.03. Procedures; Meetings; Quorum. The Executive Committee
shall fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

         Section 4.04. Compensation. Each member of the Executive Committee
shall be entitled to receive from the Corporation such fee, if any, as shall be
fixed by the Board of Directors, together with reimbursement for the reasonable
expenses incurred by him in connection with the performance of his duties.

         Section 4.05. Other Board Committees. The Board of Directors may from
time to time, by resolution passed by a majority of the whole Board, designate
one or more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

         A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

         Section 4.06. Alternates. The President or Chairmen may designate one
or more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

         Section 4.07. Additional Committees. The Board of Directors may from
time to time create such additional committees of directors, officers, employees
or other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

         A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have the power to change
the members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.


                                       9
<PAGE>

                                   ARTICLE 5.
                                ACTION BY CONSENT

         Section 5.01. Consent by Directors. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if prior to such action a written consent thereto
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board of such committee.

         Section 5.02. Consent by Stockholders. Any action required or permitted
to be taken at any meeting of the stockholders may be taken without a meeting
upon the written consent of the holders of shares of stock entitled to vote who
hold the number of shares which in the aggregate are at least equal to the
percentage of the total vote required by statute or the Certificate of
Incorporation or these By-Laws for the proposed corporate action.

                  (a)      In order that the Corporation may determine the
         stockholders entitled to consent to corporate action in writing without
         a meeting, 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 date shall
         not be more than ten (10) days after the date upon which the resolution
         fixing the record date is adopted by the Board of Directors. Any
         stockholder of record seeking to have the stockholders authorize or
         take corporate action by written consent shall, by written notice to
         the Secretary, request the Board of Directors to fix a record date. The
         Board of Directors shall promptly, but in all events within ten (10)
         days after the date on which such a request is received, adopt a
         resolution fixing the record date (unless a record date has previously
         been fixed by the Board of Directors pursuant to the first sentence of
         this Section 5.02(a)). If no record date has been fixed by the Board of
         Directors pursuant to the first sentence of this Section 5.02(a) or
         otherwise within ten (10) days of the date on which such a request is
         received, the record date for determining stockholders entitled to
         consent to corporate action in writing without a meeting, when no prior
         action by the Board of Directors is required by applicable law, shall
         be the first date on which a signed written consent setting forth the
         action taken or proposed to be taken is delivered to the Corporation by
         delivery to its registered office in Delaware, its principal place of
         business, or to any officer or agent of the Corporation having custody
         of the book in which proceedings of meetings of stockholders are
         recorded. Delivery shall be by hand or by certified or registered mail,
         return receipt requested. If no record date has been fixed by the Board
         of Directors and prior action by the Board of Directors is required by
         applicable law, the record date for determining stockholders entitled
         to consent to corporate action in writing without a meeting shall be at
         the close of business on the date on which the Board of Directors
         adopts the resolution taking such prior action.

                  (b)      In the event of the delivery, in the manner provided
         by Section 5.02(a), to the Corporation of the requisite written consent
         or consents to take corporate action and/or any related revocation or
         revocations, the Corporation shall engage independent inspectors of
         elections for the purpose of performing promptly a ministerial review
         of the


                                       10
<PAGE>

         validity of the consents and revocations. For the purpose of permitting
         the inspectors to perform such review, no action by written consent
         without a meeting shall be effective until such date as the independent
         inspectors certify to the Corporation that the consents delivered to
         the Corporation in accordance with Section 5.02(a) represent at least
         the minimum number of votes that would be necessary to take the
         corporate action. Nothing contained in this Section 5.02(b) shall in
         any way be construed to suggest or imply that the Board of Directors or
         any stockholder shall not be entitled to contest the validity of any
         consent revocation thereof, whether before or after such certification
         by the independent inspectors, or to take any other action (including,
         without limitation, the commencement, prosecution, or defense of any
         litigation with respect thereto, and the seeking of injunctive relief
         in such litigation).

                  (c)      Every written consent shall bear the date of
         signature of each stockholder who signs the consent and no written
         consent shall be effective to take the corporate action referred to
         therein unless, within sixty (60) days of the earliest dated written
         consent received in accordance with Section 5.02(a), a written consent
         or consents signed by a sufficient number of holders to take such
         action are delivered to the Corporation in the manner prescribed in
         Section 5.02(a).

                                   ARTICLE 6.
                                    OFFICERS

         Section 6.01. Number. The principal officers of the Corporation shall
be a President, a Treasurer and a Secretary. In addition, there may be such
other or subordinate officers, agents and employees as may be appointed in
accordance with the provisions of Section 6.03. Any two or more offices may be
held by the same person, except that the office of Secretary shall be held by a
person other than the person holding the office of President.

         Section 6.02. Election; Qualifications and Term of Office. Each officer
of the Corporation, except such officers as may be appointed in accordance with
the provisions of Section 6.03, shall be elected annually by the Board of
Directors and shall hold office until his successor shall have been duly elected
and qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided. The President shall be and remain a
director. No Alien shall be qualified to act as an officer of the Corporation.

         Section 6.03. Other Officers. The Corporation may have such other
officers, agents, and employees as the Board of Directors may deem necessary,
including a Chairman, one or more Vice Presidents, a Controller, one or more
Assistant Controllers, one or more Assistant Treasurers and one or more
Assistant Secretaries, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board of Directors, any committee of
the Board designated by it to so act, or the President or Chairman may from time
to time determine. The Board of Directors may delegate to any principal officer
the power to appoint or remove any such subordinate officers, agents or
employees.



                                       11
<PAGE>

         Section 6.04. Removal. Any officer may be removed, either with or
without cause, by the vote of a majority of the whole Board of Directors or,
except in the case of any officer elected by the Board of Directors, by any
committee of officers upon whom the power of removal may be conferred by the
Board of Directors.

         Section 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors, or the Chairman, the President or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         Section 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

         Section 6.07. Chairman of the Board. The Chairman of the Board shall be
a director and shall preside at all meetings of the Board of Directors and
shareholders. Subject to determination by the Board of Directors, the Chairman
shall have general executive powers and such specific powers and duties as from
time to time may be conferred or assigned by the Board of Directors.

         Section 6.08. President. Subject to definition by the Board of
Directors, he shall have general executive powers and such specific powers and
duties as from time to time may be conferred upon or assigned to him by the
Board of Directors or any committee of the Board designated by it to so act, or
by the President. In the absence of the Chairman, the President shall preside at
all meetings of the stockholders.

         Section 6.09. Vice President. Each Vice President shall have such
powers and perform such duties as the Board of Directors or the Executive
Committee may from time to time prescribe or as shall be assigned to him by the
President.

         Section 6.10. Treasurer. The Treasurer shall have charge and custody
of, and be responsible for, all funds and securities of the Corporation, and
shall deposit all such funds to the credit of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance with
the provisions of these By-Laws; he shall disburse the funds of the Corporation
as may be ordered by the Board of Directors or the Executive Committee, making
proper vouchers for such disbursements, and shall render to the Board of
Directors or the stockholders, whenever the Board may require him so to do, a
statement of all his transactions as Treasurer and of the financial condition of
the Corporation; and, in general, he shall perform all the duties as from time
to time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

         Section 6.11. Secretary. The Secretary shall record or cause to be
recorded in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices


                                       12
<PAGE>

are duly given in accordance with the provisions of these By-Laws and as
required by law; shall be custodian of all corporate records (other than
financial) and of the seal of the Corporation and see that the seal is affixed
to all documents the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with the provisions of these By-Laws;
shall keep, or cause to be kept, the list of stockholders as required by Section
2.09, which include the post-office addresses of the stockholders and the number
of shares held by them, respectively, and shall make or cause to be made, all
proper changes therein, shall see that the books, reports, statements,
certificates and all other documents and records required by law are properly
kept and filed; and, in general, shall perform all duties incident to the office
of Secretary and such other duties as may from time to time be assigned to him
by the Board of Directors, the Executive Committee or the President.

         Section 6.12. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.
                                 INDEMNIFICATION

         Section 7.01. Indemnity. Each person who at any time is, or shall have
been, a director or officer of the Corporation, and is threatened to be or is
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is, or was, a director, officer, employee or agent of the Corporation,
or is or has served at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding to the full extent permitted under, and in accordance with the
procedures and limitations set forth in, Section 145(a) through (e) of the
Delaware General Corporation Law, as from time to time amended. The foregoing
right of indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Section 7.02. Procedure for Indemnification of Directors and Officers.
Any indemnification of a director or officer of the Corporation under Section
7.01, or advance of costs, charges and expenses to a director or officer
permitted by Section 7.01 of this Article, shall be made promptly, and in any
event within thirty days, upon the written request of the director or officer.
If a determination by the Corporation that the director or officer is entitled
to indemnification pursuant to this Article is required, and the Corporation
fails to respond within sixty (60) days to a written request for indemnity, the
Corporation shall be deemed to have approved such request. If the Corporation
denies a written request for indemnity or advancement



                                       13
<PAGE>

of expenses, in whole or in part, or if payment in full pursuant to such request
is not made within thirty (30) days, the right to indemnification or advances as
granted by this Article shall be enforceable by the director or officer in any
court of competent jurisdiction. Such person's costs and expenses incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of costs, charges and expenses where the required
undertaking, if any, has been received by the Corporation) that the claimant has
not met the standard of conduct set forth in the Delaware General Corporation
Law, but the burden of proving such defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

         Section 7.03. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provision as well as the relevant
provisions of the Delaware General Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit or proceeding previously or thereafter brought or threatened based in whole
or in part upon any such state of facts. Such a "contract right" may not be
modified retroactively without the consent of such director, officer, employee
or agent.

         The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 7.04. Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms.


                                       14
<PAGE>

         Section 7.05. Severability. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.

                                   ARTICLE 8.
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         Section 8.01. Execution of Contracts. Unless the Board of Directors
shall otherwise determine, the President or Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

         Section 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or Executive
Committee or any committee of the Board designated by it so to act. Such
authority may be general or confined to specific instances. When so authorized,
the officer or officers thereunto authorized may effect loans and advances at
any time for the Corporation from any bank, trust company or other institution,
or from any firm, corporation or individual, and for such loans and advances may
make, execute and deliver promissory notes or other evidences of indebtedness of
the Corporation, and, when authorized as aforesaid, as security for the payment
of any and all loans, advances, indebtedness and liabilities of the Corporation,
may mortgage, pledge, hypothecate or transfer any real or personal property at
any time owned or held by the Corporation, and to that end execute instruments
of mortgage or pledge or otherwise transfer such property.

         Section 8.03. Checks, Drafts, etc. All checks, drafts, bills or
exchange or other orders for the payment of money, obligations, notes, or other
evidence of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by such officer or
officers, agent or agents, attorney or attorneys, employee or employees, of the
Corporation as shall from time to time be determined by resolution of the Board
of Directors or Executive Committee or any committee of the Board designated by
it so to act.


                                       15
<PAGE>

         Section 8.04. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
is such banks, trust companies or other depositaries as the Board of Directors
or Executive Committee or any committee of the Board designated by it so to act
may from time to time designate, or as may be designated by any officer or
officers or agent or agents of the Corporation to whom such power may be
delegated by the Board of Directors or Executive Committee or any committee of
the Board designated by it so to act and, for the purpose of such deposit and
for the purposes of collection for the account of the Corporation may be
endorsed, assigned and delivered by any officer, agent or employee of the
Corporation or in such other manner as may from time to time be designated or
determined by resolution of the Board of Directors or Executive Committee or any
committee of the Board designated by it so to act.

         Section 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or
Executive Committee or any committee of the Board designated by it to so act,
the Chairman or President or any Vice President may from time to time appoint an
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation, association or trust any of whose stock or other securities may be
held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association or trust, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation, association or trust, and may instruct the 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 in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.
                                BOOKS AND RECORDS

         Section 9.01. Place. The books and records of the Corporation may be
kept at such places within or without the State of Delaware as the Board of
Directors may from time to time determine. The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any other officer
or agent designated by the board of Directors.

         Section 9.02. Addresses of Stockholders. Each stockholder shall furnish
to the Secretary of the Corporation or to the transfer agent of the Corporation
an address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

         Section 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the



                                       16
<PAGE>

allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

         Section 9.04. Audit of Books and Records. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                  ARTICLE 10.
                            SHARES AND THEIR TRANSFER

         Section 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
Chairman, President or a Vice President, and the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or whose facsimile signature or signatures shall have been used
thereof had not ceased to be such officer or officers of the Corporation.

         Section 10.02. Certificates of Stock Issued to Aliens. Every owner of
stock of the Corporation who is identified as an Alien (as defined in Article
Nine of the Restated Certificate of Incorporation) shall receive that form of
certificate designated as a "foreign share certificate." Each foreign share
certificate shall certify the number of shares of stock owned in the Corporation
by the Alien and shall designate the class of stock to which such shares belong,
and shall otherwise be in such form as the Board of Directors shall prescribe.
Every such certificate shall be signed by the Chairman, President or a Vice
President, and the Treasurer or any Assistant Treasurer or the Secretary or any
Assistant Secretary of the Corporation; provided, however, that where such
certificate is signed or countersigned by a transfer agent or registrar the


                                       17
<PAGE>

signatures of such officers of the Corporation and the seal of the Corporation
may be in facsimile form. In case any officer or officers who shall have signed,
or whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered by the
Corporation as though the person or persons who signed such certificate or whose
facsimile signature or signatures shall have been used thereof had not ceased to
be such officer or officers of the Corporation.

         Section 10.03. Legend. Every certificate of stock shall have a
restriction noted conspicuously on the certificate and shall set forth on either
the face or back of the certificate a legend informing the holder of the
certificate that the shares of stock represented by the certificate shall not be
transferred to any Alien if, as a result of such transfer, an Alien, either
individually or in the aggregate, would hold in excess of twenty-five percent
(25%) of the total number of outstanding shares of capital stock of the
Corporation.

         Section 10.04. Record. A record shall be kept of the name of the
person, firm or corporation owning the stock represented by each certificate for
stock of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

         Section 10.05. Transfer of Stock. Transfers of shares of the stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized, and on the
surrender of the certificate or certificates for such shares properly endorsed.

         Section 10.06. Transfer Agent and Registrar; Regulations. The
Corporation shall, if and whenever the Board of Directors or Executive Committee
shall so determine, maintain one or more transfer offices or agencies, each in
charge of a transfer agent designated by the Board of Directors, where the
shares of the capital stock of the Corporation shall be directly transferable,
and also if and whenever the Board of Directors shall so determine, maintain one
or more registry offices, each in charge of a registrar designated by the Board
of Directors, where such shares of stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Corporation.

         Section 10.07. Lost, Destroyed or Mutilated Certificates. In case of
the alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.



                                       18
<PAGE>

                                  ARTICLE 11.
                                     SEAL

         The Board of Directors shall provide a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation.

                                  ARTICLE 12.
                                   FISCAL YEAR

         The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                  ARTICLE 13.
                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given by statute, these
By-Laws or the Restated Certificate of Incorporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.

                                  ARTICLE 14.
                                   AMENDMENTS

         These Bylaws may be amended, altered or repealed: (a) by resolution
adopted by a majority of the total number of directors that the Corporation
would have if there were no vacancies on the Board of Directors at any regular
or special meeting of the Board if, in the case of a special meeting only,
notice of such amendment, alteration or repeal is contained in the notice or
waiver of notice of such meeting; or (b) by the affirmative vote of the holders
of at least 66-2/3% of the outstanding shares of stock of the Corporation
entitled to vote on the election of directors at any annual meeting of the
stockholders.










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