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successor shall be duly elected and shall qualify, or until his earlier death,
resignation or removal.

          SECTION 9.    Committees.   The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,  each
committee to consist of two or more of the 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, to the extent provided by the Board, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; provided,
however,  that 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 he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Such committee
or committee shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.  Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

          SECTION 10.   Action Without a Meeting.   Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board or of such
committee as the case may be, and such written consent is filed with the minutes
of proceedings of the Board or of such committee.

          SECTION 11.   Compensation of Directors.    Directors, as such, shall
not receive any stated salary for their services, but may be paid for their
services such amounts as may be fixed from time to time by resolution of the
Board.  Expenses of attendance, if any, may be paid for attendance at each
regular or special meeting of the Board. No  such  payments  shall  preclude
any  director  from  serving  the Corporation in any other capacity and
receiving compensation therefor. Members  of  special  or  standing  committees
may  be  allowed  like compensation for attending committee meetings.

          SECTION 12.   Vote of Directors.  Notwithstanding anything to the
contrary in these By-laws, the following actions shall require the vote of six
(6) Directors:  (a) any alteration, amendment or repeal of these By-laws; (b)
the issuance of, or the adoption of any agreement or plan for the issuance of,
any stock, rights, or other securities (including,  without  limitation,
securities  convertible  into  or exchangeable  or  exercisable  for  stock  of
the  Company)  to  the stockholders or any class thereof generally,  any term of
which is contingent upon or effective upon the acquisition by any person of any
of or all of the Company's stock or upon any other action by any person with
respect to such stock;  (c) the creation of any committee of the Board of
Directors;  (d)  the filling of vacancies on the Board of Directors or any
committee thereof created by the death, resignation or removal of Malcolm I.
Glazer or Avram A. Glazer; or (e) any action

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