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                                ALLEGIANCE CORPORATION
                             AMENDED AND RESTATED BYLAWS
                              EFFECTIVE AUGUST 30, 1996



                                      ARTICLE I
                                     STOCKHOLDERS

SECTION 1.    PLACE OF HOLDING MEETINGS.  All meetings of the stockholders
shall be held at the principal executive offices of the Corporation, or such
other place as shall be determined by the Board of Directors.

SECTION 2.    ELECTION OF DIRECTORS.

    (a)  The annual meeting of stockholders for the election of directors and
the transaction of other business shall be held at such time and date as shall
be determined by the Board of Directors.

    (b)  Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation,
except as may be otherwise provided in the Certificate of Incorporation of the
Corporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances.  Nominations of persons for election to the Board of Directors
may be made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (i) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (ii) by any stockholder of the Corporation (A) who is a stockholder of record
or beneficial owner on the date of the giving of the notice provided for in this
Section 2 and on the record date for the determination of stockholders entitled
to vote at such meeting and (B) who complies with the notice procedures set
forth in this Section 2.

    (c)  In addition to any other applicable requirements, for a nomination to
be made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the secretary of the Corporation.

    (d)  To be timely, a stockholder's notice to the secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (i) in the case of an annual meeting not less than sixty (60) days
nor more than ninety (90) days prior to the anniversary date of the immediately
preceding

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annual meeting of stockholders; PROVIDED, HOWEVER, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the stockholder in order 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 annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever occurs first, and (ii) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day an which notice of
the date of the special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever occurs first.

    (e)  To be in proper written form, a stockholder's notice to the secretary
must set forth (i) as to each person whom the stockholder proposes to nominate
for election as a director (A) the name, age, business address and residence
address of the person, (B) the principal occupation or employment of the person,
(C) the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (D) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder, and () as to the stockholder
giving the notice (A) the name and record address of such stockholder, (B) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (C) a description of
all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (D) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder.  Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

    (f)  No person shall be eligible for election as a director of the
Corporation, at any annual meeting of stockholders or at any special meeting of
stockholders called for the purpose of electing


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directors, unless nominated in accordance with the procedures set forth in this
Section 2. If the chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the chairman shall declare to
the meeting that the nomination was defective and such defective nomination
shall be disregarded.

    (g)  The determination of whether shares of capital stock of the
Corporation are owned beneficially under this Section 2 shall be made in the
same manner applicable to proposals submitted pursuant to Rule 14a-8 of the
Exchange Act.

SECTION 3.    VOTING.  Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation, these Bylaws or Delaware law shall,
unless the Certificate of Incorporation or Delaware law otherwise provides, be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholder, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period.  The vote for
directors, and upon the demand of any stockholder, the vote upon any question
before the meeting. shall be by ballot.  Except for the election of directors,
which shall be decided by a plurality of the shares present in person or
represented by proxy at the meeting and entitled to vote thereat, all matters
shall be decided by the affirmative vote of a majority of shares present in
person or represented by proxy at any meeting duly called and entitled to vote
thereat, except as otherwise provided by the Certificate of Incorporation and/or
Delaware law.

A stockholder may authorize another person or persons to act for such
stockholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such stockholder
or such stockholder's authorized officer, director, employee or agent signing
such writing or causing his or her signature to be affixed to such writing by
any reasonable means, including, but not limited to, facsimile signature, or
(ii) by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission (a "Transmission") to the person who will
be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such Transmission, which Transmission must either
set forth or be submitted with information from which it can be determined that
such Transmission was authorized by such stockholder.  The Secretary or such
other person or persons as shall be appointed from time to time by the Board of
Directors shall examine Transmissions to determine if they are valid.  If it is
determined that a Transmission is valid, the


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person or persons making that determination shall specify the information upon
which such person or persons relied.  Any copy, facsimile telecommunication or
other reliable reproduction of such a writing or such a Transmission that is a
complete reproduction of the entire original writing or Transmission may be
substituted or used in lieu of the original writing or Transmission for any and
all purposes for which the original writing or Transmission could be used.

The secretary shall prepare and make, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of meeting,
or, if nor so specified, at the place where the meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.

SECTION 4.    QUORUM.  Except as provided in the next section hereof, any
number of stockholders together holding a majority of the stock issued and
outstanding and entitled to vote thereat, who shall be present in person at
represented by proxy at any meeting duly called, shall constitute a quorum for
the transaction of business.

SECTION 5.    ADJOURNMENT OF MEETINGS.  If less than a quorum shall be in
attendance at any time for which the meeting shall have been called, the meeting
may, after the lapse of at least half an hour, be adjourned from time to time by
a majority of the stockholders present or represented and entitled to vote
thereat.  If notice of such adjourned meeting is sent to the stockholders
entitled by statute to receive the same, and such notice contains a statement of
the purpose of the meeting, that the previous meeting failed for lack of a
quorum, and that under the provisions of this Section it is proposed to hold the
adjourned meeting with a quorum of those present, then any number of
stockholders, in person or by proxy, shall constitute a quorum at such meeting
unless otherwise provided by statute.

SECTION 6.    SPECIAL MEETINGS:  HOW CALLED.  Special meetings of the
stockholders for any purpose or purposes may be called only (a) by the chairman
of the board and chief executive officer or

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secretary, and shall be called by the chairman of the board and chief executive
officer or secretary upon a request in writing therefor, stating the purpose or
purposes thereof, delivered to the chairman of the board and chief executive
officer or secretary, signed by a majority of the directors or (b) by resolution
of the directors.

SECTION 7.    NOTICE OF STOCKHOLDERS' MEETINGS.  Written or printed notice
stating the time and place of regular or special meetings of the stockholders
and the general nature of the business to be considered shall be mailed by the
secretary, or such other officer as the Board of Directors may designate, to
each stockholder entitled to vote thereat at his address as it appears on the
records of the Corporation, at least ten (10) days but not more than sixty (60)
days before the date of such meeting.

SECTION 8.    CONDUCT OF THE MEETINGS.

    (a)  The chairman of the meeting shall have absolute authority over matters
of procedure and there shall be no appeal from the ruling of the chairman.  If
the chairman, in his absolute discretion, deems it advisable to dispense with
the rules of parliamentary procedure as to any one meeting of stockholders or
pan thereof, the chairman shall so state and shall clearly state the rules under
which the meeting or appropriate part thereof shall be conducted.

    (b)  If disorder should arise which prevents continuation of the legitimate
business of the meeting, the chairman may quit the chair and announce the
adjournment of the meeting; and upon his doing so, the meeting is immediately
adjourned.

    (c)  The chairman may ask or require that anyone not a bona fide
stockholder or proxy leave the meeting.

    (d)  A resolution or motion shall be considered for vote only if (i)
proposed by a stockholder or duly authorized proxy, and seconded by an
individual, who is a stockholder or a duly authorized proxy, other than the
individual who proposed the resolution and (ii) all other requirements under
law, the Corporation's Certificate of Incorporation, these Bylaws or otherwise,
for consideration of such a resolution or motion have been duly satisfied as
determined by the chairman in his absolute discretion, from which there shall be
no appeal.

SECTION 9.    ANNUAL MEETINGS.


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    (a)  No business may be transacted at an annual meeting of stockholders,
other than business that is either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (ii) otherwise property brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (iii) otherwise properly brought
before the annual meeting by any stockholder of the Corporation (A) who is a
stockholder of record or beneficial owner on the date of the giving of the
notice provided for in this Section 9 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (B)
who complies with the notice procedures set forth in this Section 9.

    (b)  In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof m proper written form to the secretary of
the Corporation, which notice is not withdrawn by such stockholder at or prior
to such annual meeting.

    (c)  To be timely, a stockholder's notice to the secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; PROVIDED, HOWEVER, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order 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 annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
occurs first.

    (d)  To be in proper written form, a stockholder's notice to the secretary
must 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 record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (v) a representation that such


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stockholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

    (e)  No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 9. If the chairman of the annual meeting
determines that business was not property brought before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

    (f)  The determination of whether shares of capital stock of the
Corporation are owned beneficially under this Section 9 shall be made in the
same manner applicable to proposals submitted pursuant to Rule 14a-8 of the
Exchange Act.


                                      ARTICLE II
                                      DIRECTORS

SECTION 1.    QUALIFICATION AND QUORUM.  One-third of the total number of
directors (rounded upwards, if necessary, to the next whole number) shall
constitute a quorum for the transaction of business at any meeting of the board.
If at any meeting of the board there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at said meeting which shall be so adjourned.  The board may also
transact business without a meeting if all members of the board consent thereto
in writing.

The act of the majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors, unless otherwise
provided by the laws of the State of Delaware, the Certificate of Incorporation
or these Bylaws.

SECTION 2.    FIRST MEETING.  The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum is present, immediately after the annual meeting of the stockholders or
the time and place of such meeting may be fixed by the written consent of all
the directors.

SECTION 3.    REGULAR MEETINGS.  A regular annual meeting of the Board of
Directors shall be held, without call or notice, in connection with the annual
meeting of stockholders, for the purpose of organizing the Board of Directors,
electing officers and

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transacting any other business that may properly come before such meeting.
Additional regular meetings of the Board of Directors may be held without call
or notice at such times as shall be determined by the Board of Directors.

SECTION 4.    ELECTION OF OFFICERS.  At the first meeting or at any subsequent
meeting called for the purpose, the directors shall elect a chairman of the
board and chief executive officer as well as a secretary, and may elect a
president, one or more executive vice presidents, one or more senior vice
presidents, one or more group vice presidents, one or more corporate vice
presidents, one or more vice presidents, a treasurer, and one or more assistant
secretaries, who need not be directors.  Each such officer shall hold office
until the next annual election of offices, and until his successor is elected
and qualified.

SECTION 5.    SPECIAL MEETINGS: HOW CALLED; NOTICE.  Special meetings of the
board may be called by the chairman of the board and chief executive officer;
and shall be called by the president or the secretary on the written request of
any two directors, in each case on twenty-four (24) hours notice to each
director.  Such notice, which need not specify the purpose of the meeting or the
matters to be considered thereat, may be given as provided in Article VIII,
personally (including by telephone) or by telegram or other written
communication delivered to the residence or office of the director.  Such
personal notice of written communication shall be effusive when delivered.

SECTION 6.    PLACE OF MEETING.  The directors may hold their meetings and have
one or more offices, and keep the books of the Corporation, outside the State of
Delaware, at any office or offices of the Corporation, or at any place as they
may from time to time by resolution determine.

SECTION 7.    GENERAL POWERS OF DIRECTORS.  The Board of Directors shall have
the management of the business of the Corporation, and subject to the
restrictions imposed by law, by the Certificate of Incorporation or by these
Bylaws, may exercise all the powers of the Corporation, including any powers
incidental thereto.

SECTION 8.    COMPENSATION OF DIRECTORS.  Directors shall not receive any
stated salary for their services as directors, but by resolution of the board
compensation may be paid together with expenses of attendance at meetings.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity as an officer, agent or otherwise,
and receiving compensation therefor.

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                                     ARTICLE III
                                      COMMITTEES

SECTION 1.    The Board of Directors shall create an audit and public policy
committee, and a compensation and nominating committee, and may create such
other committees as the board, from time to time, deems desirable.  Each
committee shall consist of three or more of the directors of the Corporation
and, to the extent provided in the resolutions creating the committees or in
these Bylaws, shall have the powers of the Board of Directors in the management
of the business and affairs of the Corporation.

SECTION 2.    The audit and public policy committee shall Consist solely of
directors who are independent of management and free from any relationships
that, in the opinion of the Board of Directors, would interfere with their
exercise of independent judgment as a committee member.  The Policy Statement on
Audit Committees issued by the New York Stock Exchange, as in effect from time
to time, shall be applicable in determining which directors are "independent"
for this purpose.

The audit and public policy committee shall assist the Board of Directors in
fulfilling its responsibilities for the Corporation's accounting and financial
reporting practices and provide a channel of communication between the Board of
Directors and the Corporation's independent auditors.  The committee also shall
review the policies and practices of the Corporation to assure that they are
consistent with its social responsibility to employees, to customers and to
society.

To accomplish the above purposes, the audit and public policy committee shall:

    (a)  Review with the independent auditors the scope of their annual and
interim examinations, placing particular attention where either the committee or
the auditors believe such attention should be directed, and to direct the
auditors to expand (but not to limit) the scope of their audit whenever such
action is, in the opinion of the committee, necessary or desirable.  The
independent auditors shall have sole authority to determine the scope of the
audit which they deem necessary for the formation of an opinion on financial
statements;

    (b)  Consult with the auditors during any annual or interim audit on any
situation which the auditors deem advisable for resolution prior to the
completion of their examination;

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    (c)  Meet with the auditors to appraise the effectiveness of the audit
effort.  Such appraisal shall include a discussion of the overall approach to
and the scope of the examination, with particular attention on those areas on
which either the committee or the auditors believe emphasis is necessary or
desirable;

    (d)  Determine through discussions with the auditors and otherwise, that no
restrictions were placed by management on the scope of the examination or its
implementation;

    (e)  Inquire into the effectiveness of the Corporation's accounting and
internal control functions through discussions with the auditors and appropriate
officers of the Corporation and exercise supervision of the Corporation's
policies which prohibit improper or illegal payments;

    (f)  Review with the auditors and management any registration statement
which shall be filed by the Corporation in connection with the public offering
of securities and such other public financial reports as the committee or the
Board of Directors shall deem desirable;

    (g)  Report to the Board of Directors on the results of the committee's
activities and recommend to the Board of Directors any changes in the
appointment of independent auditors which the committee may deem to be in the
best interests of the Corporation and its stockholders;

    (h)  Monitor the Corporation's policies and practices relating to the
health and safety of employees and customers as well as the ethical standards of
the Corporation; and

    (i)  Have such other powers and perform such other duties as the board
shall, from time to time, grant and assign to it.

SECTION 3.    The compensation and nominating committee shall consist solely of
directors who are independent of management, as defined in Section 2.

    (a)  The committee shall (1) determine the compensation of officers, other
than the chairman of the board and chief executive officer and advise the board
of such determination, (2) exercise the authority of the board concerning
employee benefit plans, including those plans which are limited in their
application to officers and senior management, (3) serve as the administration
committee of the Corporation's stock option plans, (4) make recommendations to
the board concerning the compensation of the chairman of the board and chief
executive officer, and (5) advise

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the board and the chairman of the board and chief executive officer on other
compensation and employee benefit matters.

    (b)  In addition, the committee shall assist and advise the Board of
Directors in connection with board membership, board committee structure and
membership.  To accomplish these purposes, the committee shall:

         (i)  Develop general criteria for use in setting potential new board
    members and assist the board in identifying and attracting qualified
    candidates for election to the board;

         (ii) Recommend to the board annually a slate of nominees to be
    proposed by the board to the stockholders as nominees for election as
    directors and, from time to time, recommend persons to fill any vacancy on
    the board;

         (iii)     Recommend to the board any changes in number, authority and
    duties of board committees and the chairmen and members who should serve
    thereon;

         (iv) In the event of the death, incapacity, resignation or other
    absence (temporary or permanent) of the chairman of the board and chief
    executive officer, the committee shall confer and recommend for election by
    the full board an acting or successor chairman of the board and chief
    executive officer; and

         (v)  Make recommendations to the board concerning compensation payable
    for board membership, as well as other benefits available to board members.

The compensation and nominating committee shall have such other powers and
perform such other duties as the board shall, from time to time, grant and
assign to it.

SECTION 4.    The following provisions shall apply to all committees of the
Board of Directors:

    (a)  Any power or authority granted to a committee by these bylaws may also
be exercised by the Board of Directors;

    (b)  Each member of a committee shall hold office until the next regular
annual meeting of the Board of Directors following his designation and until his
successor is designated as a member of a committee, or until the committee is
dissolved by a majority of the whole board or the member is removed as
hereinafter provided;

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    (c)  Meetings of a committee may be called by any member thereof, the
chairman of the board and chief executive officer, the secretary, or any
assistant secretary upon twenty-four (24) hours notice to each member stating
the place, date, and hour of the meeting, which notice may be written or oral.
If mailed, the notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the member of the committee at his business
address, provided it is mailed four (4) days prior to the meeting.  Any member
of a committee may waive notice of any meeting and no notice of any meeting need
by given to any member thereof who attends in person.  The notice of a meeting
of a committee need not state the business proposed to be transacted at the
meeting;

    (d)  The lesser of a majority of the members or two members of a committee
shall constitute a quorum for the transaction of business at any meeting thereof
and action of a committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present;

    (e)  Any action that may be taken by a committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action to be taken,
shall be signed by all of the members of a committee and filed with the minutes
of the committee, which action shall be effective as of the date stated in such
consent;

    (f)  Any vacancy on a committee may be filled by a resolution adopted by a
majority of the Board of Directors;

    (g)  Any member of a committee may be removed at any time with or without
cause by resolution adopted by a majority of the Board of Directors;

    (h)  The chairman of each committee of the Board of Directors shall be
appointed from among the members of such committee by the Board of Directors.
The chairman of the committee shall, if present, preside at all meetings of a
committee.  A committee may fix its own rules of procedures which shall not be
inconsistent with these Bylaws.  Each committee shall keep regular minutes of
its proceedings and report its proceedings at the next meeting of the Board of
Directors; and

    (i)  The chairman of the Board and chief executive officer shall act in an
advisory capacity to all committees.


                                      ARTICLE IV
                                       OFFICERS

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SECTION 1.    The officers of the Corporation shall be the chairman of the
board and chief executive officer and the secretary, and may include a
president, one or more executive vice presidents, one or more senior vice
presidents, one or more group vice presidents, one or more corporate vice
presidents, one or more vice presidents, a treasurer, one or more assistant
secretaries, and such other officers as may from time to time be elected or
appointed by the Board of Directors.  Any number of offices may be held by the
same person.

SECTION 2.    CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER.  The chairman
of the board and chief executive officer shall be the chief executive officer of
the Corporation and shall have the responsibility for the management of the
Corporation and such other powers and duties as may be assigned to him from time
to time by the board.  The chairman of the board and chief executive officer
shall, when present, preside at all meetings of the stockholders and of the
Board of Directors.  He shall act as liaison from and as spokesman for the
board.  He shall participate in long range planning for the Corporation.  He may
sign shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, or which
are in the ordinary course of business of the Corporation.  He may vote, either
in person or by proxy, all the shares of the capital stock of any company which
the Corporation owns or is otherwise entitled to vote at any and all meetings of
the stockholders of such company and shall have the power to accept or waive
notice of such meetings.  He shall in general perform all duties incident to the
office and such other duties as shall be prescribed by the Board of Directors
from time to time.

SECTION 3.    PRESIDENT. The president shall have such duties and authority as
the chairman of the board and chief executive officer may determine from time to
time.  In the absence or disability of the chairman of the board and chief
executive officer, the president shall exercise all powers and discharge all of
the duties of the chairman of the board and chief executive officer,, including
the general supervision and control of all the business and affairs of the
Corporation.  He may sign any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed or which
are in the ordinary course of business of the Corporation.  He may vote, either
in person or by proxy, all the shares of the capital stork of any company which
the Corporation owns or is otherwise entitled to vote at any and all meetings of
the stockholders of such company and shall have the power to accept or waive
notice of such meetings.

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SECTION 4.    VICE PRESIDENTS. In the absence or disability of the chairman of
the board and chief executive officer and the president, the functions of the
chairman of the board and chief executive officer shall be performed by the
executive vice president who was first elected to that office and who is not
then absent or disabled, or, if none, the senior vice president who was first
elected to that office and who is not then absent or disabled or, if none, the
group vice president who was first elected to that office and who is not then
absent or disabled, or, if none, the corporate vice president who was first
elected to that office and who is not then absent or disabled, or, if none, the
vice president who was first elected to that office and who is not then absent
or disabled.  Each executive vice president, senior vice president, group vice
president, corporate vice president and vice president shall have such powers
and shall discharge such duties as may be assigned to him from time to time by
the chairman of the board and chief executive officer or the president and may
sign any deeds, mortgages, bonds, contracts or other instruments which the Board
of Directors has authorized to be executed or which are in the ordinary course
of business.  Each executive vice president, senior vice president group vice
president, corporate vice president and vice president may vote, either in
person or by proxy, all the shares of the capital stock of any company which the
Corporation owns or is otherwise entitled to vote at any and all meetings of the
stockholders of such company and shall have the power to accept or waive notice
of such meetings.

SECTION 5.    SECRETARY.  The secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these Bylaws, and in the case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the chairman of the board and chief executive officer or the directors, upon
whose requisition the meeting is called as provided in these Bylaws.  He shall
record all the proceedings of the meetings of the stockholders and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the Board of Directors, the chairman of the
board and chief executive officer, or the president.  He shall have the custody
of the seal of the Corporation and shall affix the same to all instruments
requiring it, when authorized by the Board of Directors, the chairman of the
board and chief executive officer, or the president, and attest the same.  He
shall have charge of the original stock books, transfer books and stock ledgers,
and act as transfer agent in respect of the stock and the securities of the
Corporation in the absence of designation by the Board of Directors of a
corporate transfer agent, and shall perform all of the other duties incident to
the office of secretary.  He may vote, either in

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person or by proxy, all the shares of the capital stock of any company which the
Corporation owns or is otherwise entitled to vote at any and all meetings of the
stockholders of such company and shall have the power to accept or waive notice
of such meetings,

SECTION 6.    ASSISTANT SECRETARY.  Each assistant secretary shall have such
powers and perform such duties as shall be assigned to him by the Board of
Directors or delegated to him by the secretary, and in the absence or inability
of the secretary to act, shall have the same general powers as the secretary.

SECTION 7.    TREASURER.  The treasurer shall perform such duties as shall be
delegated to him by the Board of Directors, the chairman of the board and chief
executive officer, or the president.


                                      ARTICLE V
                        RESIGNATIONS AND FILLING OF VACANCIES

SECTION 1.    RESIGNATIONS.  Any director, member of a committee or other
officer may resign at any time.  Such resignations shall be made in writing and
shall take effect at the time specified therein and, if no time be specified, at
the time of the receipt of such resignation by the chairman of the board and
chief executive officer or secretary.  The acceptance of the resignation shall
not be necessary to make it effective.

SECTION 2.    FILLING OF VACANCIES.  If the office of any member of a committee
or other officer becomes vacant, the vacancy may be filled only by the remaining
directors in office, who, by a majority vote, may appoint any qualified person
to fill such vacancy.  Any vacancy on the Board of Directors, resulting from an
increase in the number of directors or for any other reason, may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.  A person appointed to fill a vacancy shall hold office
for the unexpired term or until the next election of the class to which the
director has been assigned, and until his successor shall be elected and
qualify.


                                      ARTICLE VI
                                    CAPITAL STOCK

SECTION 1.    CERTIFICATES OF STOCK.  Certificates of stock, numbered and with
the seal of the Corporation affixed, signed by the chairman of the board and
chief executive officer, the president or any vice president, and the secretary
or an assistant

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<PAGE>


secretary or the treasurer, shall be issued to each stockholder certifying the
number of shares owned by him in the Corporation.  Any of or all the signatures
on these certificates may be facsimile.  In case any officer or transfer agent
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer or transfer agent before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer or transfer agent at the date of issue.

SECTION 2.    LOST, STOLEN OR DESTROYED CERTIFICATES. A new certificate of
stock may be issued in the place of any certificate theretofore issued by the
Corporation, alleged to have been lost, stolen or destroyed, and the directors
may, in their discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond, in
such sum as they may direct, sufficient to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

SECTION 3.    TRANSFER OF SHARES.  The shares of stock of the Corporation shall
be transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates shall be surrendered to the Corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
other person as the directors may designate, by whom they shall be canceled, and
new certificates shall thereupon be issued.  A record shall be made of each
transfer, and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.    DETERMINATION OF RECORD DATE.

    (a)  In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or entitled to receive payment of any dividend or other distribution or
allotment of any rights, of or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) no less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

    (b)  If no record date is fixed:

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<PAGE>


         (i)  The record date for determining stockholders entitled to notice
    of or to vote at a meeting of stockholders shall be at the close of
    business on the day next preceding the day on which notice is given, or, if
    notice is waived, at the close of business on the day next preceding the
    day on which the meeting is held.

         (ii) The record date for determining stockholders for any other
    purpose shall be at the close of business on the day on which the Board of
    Directors adopts the resolution relating thereto.

    (c)  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

SECTION 5.    DIVIDENDS.  Subject to the applicable provisions of the
Certificate of Incorporation, if any, end Delaware law, the directors may
declare dividends upon the capital stock of the Corporation as and when they
deem expedient.


                                     ARTICLE VII
                                      AMENDMENTS

SECTION 1.    AMENDMENTS OF BYLAWS.  The stockholders by the affirmative vote
of at least two-thirds of the Voting Stock (as defined in Article VIII of these
Bylaws), or the directors by the affirmative vote of a majority of the directors
present at any meeting, may amend or alter any of these Bylaws, provided the
substance of the proposed amendment shall have been stated in the notice of the
meeting.


                                     ARTICLE VIII
                               MISCELLANEOUS PROVISIONS

SECTION 1.    CORPORATE SEAL.  The corporate seal of the Corporation shall be
circular in form and shall contain the name of the Corporation, and the words
"Corporate Seal, Delaware."  Said seal may be used by causing it or facsimile
thereof to be impressed or affixed or reproduced or otherwise.

SECTION 2.    FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year.

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<PAGE>


SECTION 3.    REGISTERED OFFICE.  A registered office of the Corporation shall
be established and maintained at the office of The Corporation Trust Company, in
the City of Wilmington and County of New Castle, and such company shall be the
registered agent of this Corporation in the State of Delaware.

SECTION 4.    BANK ACCOUNTS, CHECKS, DRAFTS, NOTES.  The Corporation shall
maintain such bank accounts and checks upon such accounts shall be signed and/or
countersigned by such officers is may be designated by resolution of the Board
of Directors.  Notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation, and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

SECTION 5.    NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by
these Bylaws to be given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in a post office box in a scaled post paid wrapper,
addressed to the person entitled thereto at his last known post office address,
and such notice shall be deemed to have been given on the day of such mailing.
Any notice required to be given under these Bylaws may be waived by the person
entitled thereto.  Stockholders not entitled to vote shall not be entitled to
receive notice of any meetings except as otherwise provided by statute.

SECTION 6.    CERTAIN PURCHASES BY THE CORPORATION OF OUTSTANDING SHARES OF ITS
              COMMON STOCK.

    (a)  VOTE REQUIRED FOR CERTAIN PURCHASES.  Except as set forth in
subsection (b) of this Section 6, in addition to any vote of the Corporation's
stockholders required by law, the Corporation's Certificate of Incorporation or
these Bylaws, the affirmative vote of the holders of not less than a majority of
the Voting Stock (as defined below) of the Corporation shall be required before
the Corporation may purchase any outstanding shares of Common Stock of the
Corporation at a price known by the Corporation to be above Market Price (as
defined below) from a person known by the Corporation to be a Selling
Stockholder (as defined below).  Such affirmative vote will be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or any agreement with any national
securities exchange.

    (b)  WHEN A VOTE IS NOT REQUIRED.  The provisions of subsection (a) of this
Section 6 will not apply to:

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<PAGE>


         (i)  any purchase or other acquisition of securities made as part of a
    tender or exchange offer by the Corporation to purchase securities of the
    same class made on the same terms to all holders of such securities and
    complying with the applicable requirements of the Exchange Act and the
    rules and regulations promulgated thereunder;

         (ii) any purchase or acquisition made pursuant to an open market
    purchase program approved by the Board of Directors; or

         (iii)     any purchase or acquisition which is approved by the vote of
    a majority of the directors then in office and winch is made at no more
    than the Market Price, on the date that the understanding between the
    Corporation and the Selling Stockholder is reached with respect to such
    purchase (whether or not such purchase is made or a written agreement
    relating to such purchase is executed on such date), of the shares of the
    Common Stock of the Corporation to be purchased.

    (c)  CERTAIN DEFINITIONS.  For purposes of this Section 6, the following
terms are defined as follows:

         (i)  "VOTING STOCK" means the outstanding shares of capital stock of
    the Corporation entitled to vote generally in elections of directors of the
    Corporation considered as one class.

         (ii) "MARKET PRICE" means the highest closing sale price, during the
    30-day period immediately preceding the date of the making of such purchase
    agreement, of a share of the Common Stock of the Corporation on the
    Composite Tape for the New York Stock Exchange.  If such stock is not
    quoted on the Composite Tape or is not listed on the New York Stock
    Exchange, then such price during the 30-day period on the principal United
    States securities exchange registered under the Exchange Act on which such
    stock is listed.  If such stock is not listed on any such exchange, then
    the highest closing bid quotation with respect to a share of such stock
    during the 30-day period on the National Association of Securities Dealers,
    Inc.  Automated Quotations System or any system then in use.  If no such
    quotations are available, the fair market value on the date in question of
    a share of such stock.

         (iii)     "SELLING STOCKHOLDER" means and includes any person (other
    than the Corporation, any of its Subsidiaries, any benefit plan or trust of
    or for the benefit of the Corporation or any of its Subsidiaries, or any
    trustee, agent

                                         -19-
<PAGE>


or other representative of any of the foregoing) who or which is the beneficial
owner of in the aggregate five percent (5%) or more of the outstanding shares of
Common Stock of the Corporation and who or which has purchased or agreed to
purchase any of such shares within the most recent two-year period.  For
purposes of determining whether a person is a Selling Stockholder, the number of
shares of Common Stock deemed to be outstanding and the number of shares
beneficially owned by such person shall include shares respectively deemed owned
through application of Article VIII, Section 6(c)(v), but shall not include any
other shares of Common Stock which may be issuable to any other person pursuant
to any agreement, arrangement or understanding, or upon exercise of Conversion
rights, warrants or options, or otherwise.

         (iv) A "PERSON" means any individual, firm, partnership, limited
    liability company, corporation or other entity (including, without
    limitation, a "group" within the meaning of Section 13(d) of the Exchange
    Act and the rules and regulations promulgated thereunder).

         (v)  A person shall be the "BENEFICIAL OWNER" of any shares of Common
    Stock of the Corporation:

              (A)  which such person or any of its Affiliates or Associates (as
         defined below) beneficially owns, directly or indirectly; or

              (B)  which such person or any of its Affiliates or Associates has
         (1) the right to acquire (whether such right is conditional or
         exercisable immediately or only after the passage of time), pursuant
         to any agreement, arrangement or understanding or upon the exercise of
         conversion rights, exchange rights, warrants or options, or otherwise,
         or (2) the right to vote pursuant to any agreement, arrangement or
         understanding; or

              (C)  which are beneficially owned, directly or indirectly, by any
         other person with which such person or any of its Affiliates or
         Associates has any agreement, arrangement or understanding for the
         purpose of acquiring, holding, voting or disposing thereof.

         (vi) The terms "AFFILIATE" and "ASSOCIATE" have the respective
    meanings ascribed to such terms in Rule 12b-2 of the rules and regulations
    under the Exchange Act.

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<PAGE>


         (vii)     "SUBSIDIARY" means any corporation at least a majority of
    the outstanding securities of which having ordinary voting power to elect a
    majority of the board of directors of such corporation (whether or not any
    other class of securities has or might have voting power by reason of the
    happening of a contingency) is at the time owned or controlled directly or
    indirectly by the Corporation and/or one or more Subsidiaries.

         (d)  FIDUCIARY DUTY OF SELLING STOCKHOLDER.  Nothing contained in this
    Section 6 shall be construed to relieve any Selling Stockholder or any
    other person from any fiduciary obligation imposed by law.

         (e)  INTERPRETATIONS.  The Board of Directors of the Corporation has
    the power to construe and interpret this Section 6, including, without
    limitation, (i) whether a person is a Selling Stockholder, (ii) whether a
    person is an Affiliate or Associate of another, (iii) whether this Section
    6 is applicable to a proposed transaction, (iv) what is the Market Price
    and whether a price is above Market Price, and (v) when or whether a
    purchase or agreement to purchase any shares of Common Stock of the
    Corporation has occurred and when or whether a person has become a
    beneficial owner of any shares of Common Stock of the Corporation.  Any
    decision or action reasonably taken by the Board of Directors of the
    Corporation in good faith in connection with the interpretation of this
    Section 6 shall not constitute a violation of and shall be deemed to be in
    accordance with the terms of this Section 6.

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