EXHIBIT 3

                               WHITMAN CORPORATION

                              AMENDED AND RESTATED
                                     BY-LAWS

                                   ARTICLE I

                            Meetings of Stockholders

          Section 1. Beginning with the 2000 annual meeting, annual meetings of
stockholders for the election of directors and for the transaction of such other
business as may come before the meeting shall be held on the first Thursday of
May at 10:30 A.M., at Chicago, Illinois, or on such other date or at such other
time or place, whether within or without the State of Delaware, as shall be
designated by the Board of Directors.

          Section 2. At any annual or special meeting of the stockholders, only
such business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the Board of Directors or (b) by any stockholder
of the Corporation who complies with the notice procedures set forth in this
Section 2. 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, in the case of an annual
meeting, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to the stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. In the case of a special meeting
requested by a stockholder, such stockholder must provide notice in accordance
with the following sentence at the time of such request. A stockholder's notice
to the Secretary shall be set forth as to each matter the stockholder proposes
to bring before the annual or special meeting, as the case may be, (a) a brief
description of the business desired to be brought before such meeting and the
reasons for conducting such business at such meeting, (b) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual or special meeting except
in accordance with the procedures set forth in this Section 2. The chairman of
any annual or special meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

          Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by law or by the Certificate of
Incorporation, may be called by the Chairman and shall be called by him or by
the Secretary at the request of (i) a majority of the Board of Directors or (ii)
any stockholder which, individually or together with any other entity in which
such stockholder has a 20% or greater equity or other ownership interest, owns
20% or



more of the issued and outstanding securities of the Corporation entitled
to vote generally in the election of directors of the Corporation, provided that
such request shall state the purpose or purposes of the proposed meeting and in
the case of a request by a stockholder, shall also comply with the provisions of
Section 2 of this Article I. Special meetings may be held at such time and place
and for such purposes as shall be stated in the notice issued by the Chairman or
the Secretary calling the meeting, provided that in the case of a special
meeting requested by a stockholder, such special meeting shall take place not
later than 70 days from the date of receipt of proper notice from such
stockholder requesting the meeting. In the case of a special meeting requested
by a stockholder, the Board of Directors shall fix a record date for
stockholders entitled to vote at the special meeting, which record date shall be
not later than 10 days from receipt of proper notice from such stockholder
requesting the meeting, subject to compliance with the applicable regulations of
any exchange on which the Corporation's securities are listed.

          Section 4. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (a) by or
at the direction of the Board of Directors or (b) 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 4. Nominations by
stockholders shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public disclosure 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 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, all information relating to
such person that is required to be disclosed in solicitations of proxies for the
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 (b) as to the stockholder giving
the notice (i) the name and address, as they appear on the Corporation's books,
of such stockholder and (ii) the class and number of shares of the Corporation
which 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 procedures set forth in
these By-Laws. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed in this Section 4, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

          Section 5. Unless waived, written notice of the date, place, and time
of the holding of each annual and special meeting of the stockholders and, in
the case of a special meeting, the purpose or purposes thereof, shall be given
personally or by mail in a postage prepaid envelope to each stockholder entitled
to vote at such meeting, not less than ten nor more

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than sixty days before the date of such meeting, and, if mailed, it shall be
directed to such stockholder at his address as it appears on the records of the
Corporation.

          Section 6. The officer who has charge of the stock ledger of the
Corporation shall prepare and make before every meeting of stockholders a
complete list of the stockholders as of the record date entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          Section 7. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting, or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his
ability. The inspectors shall determine the number of shares outstanding and
the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as inspector of an election of directors. Inspectors need not be
stockholders.

          Section 8. At each meeting of the stockholders the Chairman or, in his
absence or inability to act, the Chief Executive Officer, or in his absence or
inability to act, the President shall act as chairman of the meeting. The
Secretary or, in his absence or inability to act, the Assistant Secretary or any
person appointed by the chairman of the meeting shall act as secretary of the
meeting and keep the minutes thereof. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.

          Section 9. Except as otherwise provided by law or the Certificate of
Incorporation, at all meetings of the stockholders fifty-one per cent of the
votes of the shares of stock of the Corporation issued and outstanding and
entitled to vote shall be present in person or by proxy to constitute a quorum
for the transaction of any business, provided that (except as aforesaid) when
stockholders are required to vote by class or series, fifty-one per cent of the
votes represented by the issued and outstanding shares of the appropriate class
or series shall be present in person or by proxy. In the absence of a quorum,
the holders of a majority of the votes of the shares of stock present in person
or by proxy and entitled to vote may adjourn the meeting from time to time.
Unless the Board shall fix after the adjournment a new record date for an

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adjourned meeting, notice of such adjourned meeting need not be given, except as
hereinafter provided, if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment is taken. If
the adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting.

          Section 10. Except as otherwise provided by law, the Certificate of
Incorporation, or any certificate filed by the Corporation in the State of
Delaware pursuant to Section 151 (or any successor provisions) of the General
Corporation Law of the State of Delaware, each holder of record of shares of
stock of the Corporation having voting power shall be entitled at each meeting
of the stockholders to one vote for every share of such stock standing in his
name on the record of stockholders of the Corporation on the date fixed by the
Board as the record date for the determination of the stockholders who shall be
entitled to notice of and to vote at such meeting. Each stockholder entitled to
vote at any meeting of stockholders may authorize another person or persons to
act for him by proxy signed by such stockholder or his attorney-in-fact. Any
such proxy shall be delivered to the secretary of such meeting at or prior to
the time designated in the order of business for so delivering such proxies. No
proxy shall be valid after the expiration of three years from the date thereof,
unless otherwise provided in the proxy. A proxy shall be revocable at the
pleasure of the stockholder executing it, except in those cases where an
irrevocable proxy is permitted by law. Except as otherwise provided by law, the
Certificate of Incorporation, or these By-Laws, any corporate action to be taken
by vote of the stockholders shall be authorized by the affirmative vote of a
majority of the shares of stock present in person or represented by proxy at the
meeting and entitled to vote on the matter, or when stockholders are required to
vote by class or series by the affirmative vote of a majority of the shares of
stock of the appropriate class or series present in person or represented by
proxy at the meeting and entitled to vote on the matter. Unless required by law
or determined by the chairman of the meeting to be advisable, the vote on any
question need not be by written ballot. On a vote by written ballot, each ballot
shall be signed by the stockholder voting, or by his proxy, and shall state the
number of shares voted.

                                   ARTICLE II

                               Board of Directors

          Section 1. The business and affairs of the Corporation shall be
managed by the Board of Directors. The Board may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
law or the Certificate of Incorporation directed or required to be exercised or
done by the stockholders.

          Section 2. The number of directors of the Corporation shall be such
number of persons, not less than three (3), as shall from time to time be fixed
by resolution of two-thirds of the whole Board. Directors need not be
stockholders. Except as otherwise provided by law, the Certificate of
Incorporation, or these By-Laws, the directors shall be elected at the annual
meeting of the stockholders, and the persons receiving a plurality of the votes
cast at such election shall be elected. Directors shall hold office until their
respective successors shall have

                                      -4-



been duly elected and qualified, or until death, resignation, or removal, as
hereinafter provided in these By-Laws, or as otherwise provided by law or the
Certificate of Incorporation. The Board shall elect one of its members as
Chairman.

          Section 3. The Chairman, if present, shall preside at all meetings of
the Board. He shall serve as Chairman of the Executive Committee of the Board
and be a member of such other committees of the Board as shall be determined by
the Board at the time of the creation or the election of the members of any such
committees.

          Section 4. The Chairman shall have the powers and duties usually and
customarily associated with the position of a non-executive Chairman. The
Chairman shall have such other powers and duties as may be assigned to him by
the Board. In his capacity as Chairman, he shall not necessarily be an officer
of the Corporation but he shall be eligible to serve, in addition, as an officer
pursuant to Article IV of these By-Laws.

          Section 5. Meetings of the Board may be held at such place, either
within or without the State of Delaware, as the Board may from time to time
determine or as shall be specified in the notice or waiver of notice of such
meeting.

          Section 6. Regular meetings of the Board may be held without notice at
such time and place as the Board may from time to time determine.

          Section 7. Special meetings of the Board may be called by two or more
directors of the Corporation or by the Chairman or the Secretary.

          Section 8. Notice of each special meeting of the Board shall be given
by the Secretary as hereinafter provided in this Section, in which notice shall
be stated the time and place of the meeting. Notice of each such meeting shall
be delivered to each director either personally or by telephone, telegraph,
cable, or similar means, at least twenty-four hours before the time at which
such meeting is to be held or mailed by first-class mail, postage prepaid,
addressed to the director at his residence or usual place of business, at least
three days before the day on which such meeting is to be held. Notice of any
such meeting need not be given to any director who shall, either before or after
the meeting, submit a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to such
director. Except as otherwise specifically required by these By-Laws, a notice
or waiver of notice of any regular or special meeting need not state the purpose
of such meeting.

          Section 9. Subject to Section 14 of this Article, one-third of the
entire Board shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and, except
as otherwise expressly required by law, the Certificate of Incorporation or
these By-Laws, the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board. In the absence of a
quorum at any meeting of the Board, a majority of the directors present thereat
may adjourn such meeting to another time and place, or such meeting need not be
held. At any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.
Except as otherwise provided in this Article II, the directors shall act only as
a Board and the individual directors shall have no power as such.

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          Section 10. Any director of the Corporation may resign at any time by
giving a written notice of resignation to the Board, the Chairman or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if the time when it shall become effective shall not be specified therein,
immediately upon its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          Section 11. Vacancies or newly created directorships resulting from an
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until their successors are duly elected and shall
qualify. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or holder or holders
of at least ten percent of the votes of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office. Except as otherwise
provided in these By-Laws, when one or more directors shall resign from the
Board, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this Section 11 in the filling of other vacancies.

          Section 12. Except as otherwise provided in the Certificate of
Incorporation or these By-Laws, any director may be removed, either with or
without cause, at any time, by the affirmative vote of a majority of the votes
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 such purpose; and the vacancy in the Board caused by any
such removal may be filled by such stockholders at such meeting, or, if the
stockholders shall fail to fill such vacancy, as in these By-Laws provided.

          Section 13. The Board shall have authority to fix the compensation,
including fees and reimbursement of expenses, of directors for services to the
Corporation in any capacity, provided that no such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

          Section 14. Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee. Members of the Board or of any committee designated
by the Board may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and participation in a
meeting pursuant to this procedure shall constitute presence in person at such
meeting.

          Section 15. The issuance of preferred stock by the Corporation shall
require the approval of two-thirds of the whole Board.

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                                  ARTICLE III

                             Committees of the Board

          Section 1. The Board of Directors may, by resolution adopted by
two-thirds of the whole Board, designate an Executive Committee to exercise,
subject to applicable provisions of law, all the powers of the Board in the
management of the business and affairs of the Corporation when the Board is not
in session, including without limitation the power to declare dividends and to
authorize the issuance of the Corporation's capital stock, and may, by
resolution similarly adopted, designate one or more other committees. The
Executive Committee and each such other committee shall consist of two or more
directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, other than the
Executive Committee whose powers are expressly provided for herein, may to the
extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board when required.

          Section 2. (a) The Board of Directors shall designate an Affiliated
Transaction Committee. The Affiliated Transaction Committee shall review,
consider and pass upon any Affiliated Transaction, and no such transaction shall
be effected without the concurrence of the Affiliated Transaction Committee. The
Affiliated Transaction Committee shall have the powers to (i) negotiate with the
representatives of any party to an Affiliated Transaction; (ii) require approval
of an Affiliated Transaction by a vote of the stockholders of the Corporation
which may be greater than or in addition to any vote required by law; and (iii)
engage Independent Advisers at the reasonable expense of the Corporation, and
without prior approval of the Corporation, to assist in its review and decision
regarding any Affiliated Transaction.

                     (b) The Affiliated Transaction Committee shall consist of
at least three Independent Directors, with each other Independent Director being
an alternate member if any committee member is unable or unwilling to serve.
Notwithstanding the foregoing, until the Corporation's obligation to make
Contingent Payments for all Measurement Periods (each as defined in the
Agreement and Plan of Merger among the Corporation, Anchor Merger Sub, Inc. and
PepsiAmericas, Inc. dated as of August 18, 2000 (the "Merger Agreement")) shall
have been finally determined in accordance with the terms of the Merger
Agreement, none of the following people shall be eligible to serve as a member
of the Affiliated Transaction Committee: (i) Robert Pohlad, (ii) any person who
is then or has within the previous two years been, an affiliate of Robert Pohlad
(including any member of Robert Pohlad's family), it being understood that no
person shall be deemed an affiliate of Robert Pohlad solely by virtue of the
fact that such person is then serving as a director of the Corporation, (iii)
any person who is then, or has within the previous two years been, an affiliate
of the Pohlad Companies, a Minnesota corporation ("Pohlad Companies") or who is
then, or has within the previous two years been, a director, officer, employee,
consultant or advisor (financial, legal or other) of Pohlad Companies or (iv)
any

                                   -7-



person who has, within the two years immediately prior to the consummation
of the transactions contemplated by the Merger Agreement, been an affiliate of
PepsiAmericas, Inc. or who has, within the two years immediately prior to the
consummation of the transactions contemplated by the Merger Agreement been, a
director, officer, employee, consultant or advisor (financial, legal or other)
of PepsiAmericas, Inc.

                     (c) The Affiliated Transaction Committee shall cease to
exist on the later of (i) May 20, 2009 or (ii) the date on which any Affiliated
Transaction being reviewed, considered and passed upon by the Affiliated
Transaction Committee prior to May 20, 2009 shall have been either consummated
or abandoned.

                     (d) For the purposes of the foregoing Article III,
Section 2, the following definitions shall apply:

                     (i) "Corporation" means the Corporation or any company in
          which the Corporation has more than 50% of the voting power in the
          election of directors or in which it has the power to elect a majority
          of the Board of Directors.

                     (ii) "PepsiCo, Inc." means PepsiCo, Inc. or any company in
          which PepsiCo, Inc. has more than 50% of the voting power in the
          election of directors or in which it has the power to elect a majority
          of the Board of Directors.

                     (iii) "Affiliate" means any entity (other than the
          Corporation) in which PepsiCo, Inc. has a 20% or greater equity or
          other ownership interest, or any entity controlled directly or
          indirectly by such Affiliate. Notwithstanding the above, no entity
          shall be an Affiliate solely by virtue of the rights granted to
          PepsiCo, Inc. pursuant to a bottling contract.

                     (iv) "Affiliated Transaction" means any proposed merger or
          consolidation with, purchase of an equity interest in, or purchase of
          assets other than in the ordinary course of business from an
          Affiliate, and which transaction has an aggregate value exceeding $10
          million; provided, however, that any such merger, consolidation, or
          purchase which constitutes a "Permitted Acquisition" under the Amended
          and Restated Shareholder Agreement between the Corporation and
          PepsiCo, Inc., dated as of November 30, 2000 (as it may be amended
          from time to time, the "Shareholders Agreement"), shall not
          constitute an Affiliated Transaction for purposes of this Article III,
          Section 2.

                     (v) "Independent Directors" means any member of the
          Corporation's Board of Directors who (i) is not, and for the past two
          years has not been, an officer, director or employee of PepsiCo, Inc.
          or (other than serving as a director of the Corporation) an Affiliate;
          (ii) does not own in excess of 1% of the shares of PepsiCo, Inc.; and
          (iii) own any equity or other ownership interest in an entity (except
          as permitted by the preceding (ii) and other than in the Corporation)
          which is a party to the Affiliated Transaction.

                     (vi) "Independent Adviser" means any legal or financial
          adviser or other expert (i) that has not represented or provided
          services to PepsiCo, Inc. during the past calendar year, or (ii)
          notwithstanding (i) above, that the Affiliated Transaction

                                   -8-



          Committee (as defined below) determines, after due inquiry, is able to
          represent it in an independent manner not adverse to the interests of
          the Corporation and its stockholders.

          Section 3. A majority of any committee may determine its action and
fix the time and place of its meetings, unless the Board shall otherwise
provide. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Article II, Section 7. The Board shall have power
at any time to fill vacancies in, to change the membership of, or to dissolve
any such committee. Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part of persons who
are not directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority of the Board.

                                   ARTICLE IV

                                    Officers

          Section 1. The officers of the Corporation shall consist of the Chief
Executive Officer, the President, one or more Vice Presidents, the Treasurer,
the Controller and the Secretary. Any two or more offices may be held by the
same person. Each such officer shall be elected from time to time by the Board
of Directors to hold office until his successor shall have been duly elected and
shall have qualified, or until his death, or until he shall have resigned, or
have been removed, as hereinafter provided in these By-Laws. The Board may from
time to time elect, or the Chief Executive Officer may appoint, such other
officers (including one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents,
as may be necessary or desirable for the conduct of the business of the
Corporation. Such other officers and agents shall have such duties and shall
hold their offices for such terms as shall be provided in these By-Laws or as
may be prescribed by the Board or by the Chief Executive Officer.

          Section 2. Any officer or agent of the Corporation may resign at any
time by giving written notice of his resignation to the Board, the Chief
Executive Officer, or the Secretary. Any such resignation shall take effect at
the time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          Section 3. Any officer or agent of the Corporation may be removed,
either with or without cause, at any time, by the vote of a majority of the
whole Board at any meeting of the Board, or, except in the case of an officer or
agent elected by the Board, by the Chief Executive Officer. Such removal shall
be without prejudice to the contractual rights, if any, of the person so
removed.

          Section 4. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant in the manner prescribed in
these By-Laws for the regular election or appointment of such office.

                                   -9-



          Section 5. The Chief Executive Officer shall have the primary
responsibility for and the general control and management of all of the business
and affairs of the Corporation, under the direction of the Board. He shall have
power to select and appoint all necessary officers and employees of the
Corporation except such officers as under these By-Laws are to be elected by the
Board, to remove all appointed officers or employees whenever he shall deem it
necessary, and to make new appointments to fill the vacancies. He shall have the
power of suspension from office for cause of any elected officer, which shall be
forthwith declared in writing to the Board. Whenever in his opinion it may be
necessary, he shall define the duties of any officer or employee of the
Corporation which are not prescribed in the By-Laws or by resolution of the
Board. He shall have such other authority and shall perform such other duties as
may be assigned to him by the Board. In the absence of the Chairman, the Chief
Executive Officer shall preside at meetings of the stockholders and of the
directors.

          Section 6. The President shall be the chief operating officer of the
Corporation and shall have such authority and perform such duties relative to
the business and affairs of the Corporation as may be delegated to him by the
Board or the Chief Executive Officer. In the absence of both the Chairman and
the Chief Executive Officer, the President shall preside at meetings of the
stockholders and of the directors.

          Section 7. Each Vice President and each Assistant Vice President shall
have such powers and perform all such duties as from time to time may be
assigned to him by the Board, the Chief Executive Officer, the President or the
senior officer to whom he reports.

          Section 8. The Treasurer shall exercise general supervision over
the receipt, custody and disbursement of corporate funds. He shall have such
further powers and duties and shall be subject to such directions as may be
granted or imposed upon him from time to time by the Board or the Chief
Executive Officer.

          Section 9. The Controller shall be the chief accounting officer of the
Corporation and shall maintain adequate records of all assets, liabilities and
transactions of the Corporation; he shall establish and maintain internal
accounting controls and, in cooperation with the independent public accountants
selected by the Board, shall supervise internal auditing. He shall have such
further powers and duties as may be conferred upon him from time to time by the
Board or the Chief Executive Officer.

          Section 10. The Secretary shall keep or cause to be kept in one or
more books provided for that purpose, the minutes of all meetings of the Board,
the committees of the Board and the stockholders; he shall see that all notices
are duly given in accordance with the provisions of these By-Laws and as
required by law; he shall be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal; he shall
see that the books, reports, statements, certificates and other documents and
records required by law to be kept and filed are properly kept and filed; and in
general, he shall perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board or
the Chief Executive Officer.

                                   -10-



          Section 11. Any Assistant Secretary, Assistant Treasurer, or Assistant
Controller elected or appointed as heretofore provided, shall perform the duties
and exercise the powers of the Secretary, Treasurer and Controller,
respectively, in their absence or inability to act, and shall perform such other
duties and have such other powers as the Board, the Chief Executive Officer, the
Secretary, Treasurer, or Controller (as the case may be), may from time to time
prescribe.

          Section 12. If required by the Board, any officer of the Corporation
shall give a bond or other security for the faithful performance of his duties
in such amount and with such surety or sureties as the Board may specify.

          Section 13. The compensation of the officers of the Corporation for
their services as such officers shall be fixed from time to time by the Board;
provided, however, that the Board may by resolution delegate to the Chief
Executive Officer the power to fix compensation of non-elected officers and
agents appointed by him. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation, but any such officer who shall also be a director shall not
have any vote in the determination of the amount of compensation paid to him.

                                   ARTICLE V

                          Indemnification and Insurance

          Section 1. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Corporation, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said Law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes pursuant to the Employee Retirement Income
Security Act of 1974 or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
Section 2 of this Article, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires,

                                   -11-



the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

          Section 2. If a claim under Section 1 of this Article is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standard of conduct which makes it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or 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 or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or 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 3. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise. No repeal or modification of this Article shall in any
way diminish or adversely affect the rights of any director, officer, employee
or agent of the Corporation hereunder in respect of any occurrence or matter
arising prior to any such repeal or modification.

          Section 4. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

                                   -12-



                                   ARTICLE VI

                            Contracts, Proxies, Etc.

          Section 1. Except as otherwise required by law, the Certificate of
Incorporation or these By-laws, any contracts or other instruments may be
executed and delivered in the name and on behalf of the Corporation by such
officer or officers (including any assistant officer) of the Corporation as the
Board of Directors may from time to time direct. Such authority may be general
or confined to specific instances as the Board may determine. The Chief
Executive Officer, the President or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or on
behalf of the Corporation. Subject to any restrictions imposed by the Board or
the Chief Executive Officer, the President or any Vice President of the
Corporation may delegate contractual power to others under his jurisdiction, it
being understood, however, that any such delegation of power shall not relieve
such officer of responsibility with respect to the exercise of such delegated
power.

          Section 2. Unless otherwise provided by resolution adopted by the
Board, the Chief Executive Officer, the 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, 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, or to consent in writing, in the name of
the Corporation as such holder, to any action by such other corporation, 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 VII

                               Shares, Books, Etc.

          Section 1. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by or in the name of the Corporation by the Chief
Executive Officer, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the
number of shares owned by such holder in the Corporation. Any of or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or
registrar at the date of issue.

          Section 2. 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.

                                -13-



          Section 3. Transfers of shares of stock of the Corporation shall be
made on the stock records of the Corporation only upon authorization by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent,
and or surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the payment
of all taxes thereon. Except as otherwise provided by law, the Corporation shall
be entitled to recognize the exclusive right of a person in whose name any share
or shares stand on the record of stockholders as the owner of such share or
shares for all purposes, including, without limitation, the right to receive
dividends or other distributions, and to vote as such owner, and the Corporation
may hold any such stockholder of record liable for calls and assessments and
shall not be bound to recognize any equitable or legal claim to or interest in
any such share or shares on the part of any other person whether or not it shall
have express or other notice thereof.

          Section 4. The Board may make such additional rules and regulations,
not inconsistent with these By-Laws, as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of stock of the
Corporation. It may appoint or authorize any officer or officers to appoint, one
or more transfer agents or one or more registrars and may require all
certificates for shares of stock to bear the signature or signatures of any of
them.

          Section 5. Upon notice to the Corporation by the holder of any
certificate representing shares of stock of the Corporation of any loss, theft,
destruction or mutilation of such certificate, the Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by it
which the holder thereof shall allege to have been lost, stolen, or destroyed or
which shall have been mutilated, and the Board may, in its discretion, require
such holder or his legal representatives to give to the Corporation a bond in
such sum, limited or unlimited, and in such form and with such surety or
sureties as the Board in its absolute discretion shall determine, and to
indemnify the Corporation against any claim which may be made against it on
account of the alleged loss, theft, or destruction of any such certificate, or
of the issuance of a new certificate. Anything herein to the contrary
notwithstanding, the Board, in its absolute discretion, may refuse to issue any
such new certificate, except pursuant to legal proceedings under the laws of the
State of Delaware.

                                  ARTICLE VIII

                                   Fiscal Year

          The fiscal year of the Corporation shall be determined by the Board of
Directors.

                                   ARTICLE IX

                                      Seal

          The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.

                                   -14-



                                   ARTICLE X

                                   Amendments

          These By-Laws may be amended or repealed, or new By-Laws may be
adopted, by two-thirds of the whole Board of Directors at any meeting thereof;
provided that By-Laws adopted by the Board may be amended or repealed by the
stockholders.


                                   -15-