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to remove Malcolm I. Glazer or Avram A. Glazer from any committee of the Board
of Directors.  Notwithstanding anything to the contrary in these By-laws,
effective with the Corporation's 1995 annual meeting of stockholders, the action
in this Section 12 shall require the vote of five (5) Directors.


                                  ARTICLE IV

                                   Officers
                                   --------

          SECTION 1.    Title, Number and Salaries.   The officers of the
Corporation shall be elected by the Board of Directors, and shall consist of a
Chairman of the Board and Chief Executive Officer, Vice Presidents, a Secretary,
a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the
Board of Directors may from time to time designate, all of whom shall hold
office until their successors are elected and qualified.  Two or more offices,
except the office of Chairman of the Board and Chief Executive Officer and the
office of the Secretary,  may be held by the same person,  but no officer shall
execute,  acknowledge  or verify any  instrument  in more  than  one capacity.
The salaries of the officers shall be determined by the Board of Directors or
committee duly designated thereby, and may be altered from time to time except
as otherwise provided by contract. All officers shall be entitled to be paid or
reimbursed for all cost and expenditures incurred in the Corporation's business.

          SECTION 2.    Vacancies.    Whenever any vacancies shall occur in any
office by death, resignation, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is chosen and
qualified.

          SECTION 3.    Removal.    Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors  whenever  in
its  judgment  the  best  interests  of  the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or agent shall not
of itself create contract rights.

          SECTION 4.  Chairman of the Board.    The Chairman of the Board shall
preside at all meeting of the stockholders and directors, shall be ex officio a
member of all standing committees to which he is not otherwise appointed, shall
see that all orders and resolutions of the Board are carried into effect, and,
subject to the directions of the Board, shall have general and active management
of the business of the Corporation and shall perform such other duties as may
from time to time be assigned to him by the Board.

          SECTION 5.   Chief Executive Officer and President.    The Chief
Executive Officer and President shall be the chief administrative officer of the
Corporation, and subject to the provisions of SECTION 4 of this ARTICLE IV,
shall perform all the duties incident to the office of Chief Executive Officer
and President of a corporation and, subject to the direction of the Board, shall
have general and active management of the business of the Corporation and shall
perform all

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