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                                       BYLAWS
                                         OF
                             SABRE HOLDINGS CORPORATION

                INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                         (AS AMENDED THROUGH JULY 18, 2000)

                                     ARTICLE I
                                OFFICES AND RECORDS

       SECTION 1.1.  DELAWARE OFFICE.  The registered office of the
Corporation in the State of Delaware shall be located in the City of
Wilmington, County of New Castle, and the name and address of its registered
agent is The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware.

       SECTION 1.2.  OTHER OFFICES.  The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.

       SECTION 1.3.  BOOKS AND RECORDS.  The books and records of the
Corporation may be kept at the Corporation's headquarters in Fort Worth, Texas
or at such other locations outside the State of Delaware as may from time to
time be designated by the Board of Directors.

                                     ARTICLE II
                                    STOCKHOLDERS

       SECTION 2.1.  ANNUAL MEETING.  The annual meeting of the stockholders
of the Corporation shall be held at such date and time as may be fixed from
time to time by resolution of the Board of Directors.

       SECTION 2.2.  SPECIAL MEETINGS.  Except as otherwise required by
applicable law, and subject to the rights of the holders of any series of
preferred stock or any other series or class of stock, as set forth in the
Certificate of Incorporation, to elect additional directors under specified
circumstances, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies (the "Whole Board") or by the Chairman of the Board
Except as expressly provided in the immediately preceding sentence, any power
of the stockholders to call a special meeting is specifically denied.

       SECTION 2.3.  PLACE OF MEETING.  The Board of Directors may designate
the place of meeting for any annual or special meeting of the stockholders.
If no place is designated by the Board of Directors, the place of meeting
shall be the principal office of the Corporation.


exhibit 3.2
                                       1

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       SECTION 2.4.  NOTICE OF MEETING.  Notice of each annual or special
meeting of the stockholders shall be prepared and delivered by the Corporation
to each stockholder of record entitled to vote at such meeting not less than
ten days nor more than sixty days before the date of the meeting.  Such notice
shall state the place, day and hour of the meeting, the means of remote
communications, if any, by which the stockholders and proxy holders may be
deemed to be present and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.  Notice may
be delivered in any manner permitted by law, including personally, by mail, or
by electronic transmission.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon
prepaid, addressed to the stockholder at his address as it appears on the
stock transfer books of the Corporation. Such further notice shall be given as
may be required by law. Meetings may be held without notice if all
stockholders entitled to vote are present, or if notice is waived by those not
present.  Any previously scheduled meeting of the stockholders may be
postponed or rescheduled by resolution of the Board of Directors upon public
notice given prior to the time previously scheduled for such meeting of
stockholders.

       SECTION 2.5.  QUORUM AND ADJOURNMENT.  Except as otherwise provided by
law or by the Certificate of Incorporation, the holders of a majority of the
voting power of the outstanding shares of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders,
except that when specified business is to be voted on by a class or series
voting as a class, the holders of at least a majority of the shares of such
class or series shall constitute a quorum for the transaction of such
business. The chairman of the meeting may adjourn the meeting from time to
time, whether or not there is such a quorum (or in the case of specified
business to be voted on by a class or series, the chairman of the meeting may
adjourn the meeting with respect to such specified business).  No notice of
the time and place of adjourned meetings need be given if the time and place
thereof are announced at the meeting at which the adjournment is taken, unless
the adjournment is for more than thirty days or a new record date is fixed for
the adjourned meeting, in which case a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.  The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

       SECTION 2.6.  PROXIES.  At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by an electronic transmission permitted by law and
filed in accordance with the procedure established for the meeting.  Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph 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, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.


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       SECTION 2.7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

       (A)          ANNUAL MEETINGS OF STOCKHOLDERS.

              (1)   Nominations of persons for election to the Board of
                    Directors of the Corporation and the proposal of business
                    to be considered by the stockholders may be made at an
                    annual meeting of stockholders (a) pursuant to the
                    Corporation's notice of meeting delivered pursuant to
                    Section 2.4 of these Bylaws, (b) by or at the direction of
                    the Board of Directors or the Chairman of the Board or (c)
                    by any stockholder of the Corporation who is entitled to
                    vote at the meeting, who complied with the notice
                    procedures set forth in clauses (2) and (3) of this
                    paragraph (A) and these Bylaws and who was a stockholder of
                    record at the time such notice was delivered to the
                    Secretary of the Corporation.

              (2)   For nominations or other business to be properly brought
                    before an annual meeting by a stockholder, pursuant to
                    clause (c) of paragraph (A)(1) of these Bylaws, the
                    stockholder must have given timely notice thereof in
                    writing to the Secretary of the Corporation.  To be timely,
                    a stockholder's notice shall be actually delivered to the
                    Secretary at the principal executive offices of the
                    Corporation not less than ninety days nor more than one
                    hundred and twenty days before the first anniversary of the
                    preceding year's annual meeting; except that (a) if the
                    date of the annual meeting is advanced by more than twenty
                    days, or delayed by more than seventy days, from such
                    anniversary date, then notice must be so delivered not
                    earlier than the one hundred and twentieth day before such
                    annual meeting and not later than the close of business on
                    the later of the ninetieth day before such annual meeting
                    or the tenth day following the day on which public
                    announcement of the date of such meeting is first made, and
                    (b) if the number of directors to be elected to the Board
                    of Directors of the Corporation is increased and a public
                    announcement is not made by the Corporation at least one
                    hundred days before the first anniversary of the preceding
                    year's annual meeting naming all of the nominees for
                    director or specifying the size of the increased Board of
                    Directors, a stockholder's notice required by these Bylaws
                    shall also be considered timely, but only with respect to
                    nominees for any new positions created by such increase, if
                    it shall be so delivered not later than the close of
                    business on the tenth day following the day on which such
                    public announcement is first made by the Corporation. In no
                    event shall the adjournment of an annual meeting commence a
                    new time period for the giving of a stockholder's notice as
                    described above.

              (3)   To be valid, a stockholder's notice must 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 election of directors, or is
                    otherwise required, in each case pursuant


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                     to Regulation 14A under the Securities Exchange Act of
                     1934, as amended (the "Exchange Act"), and Rule 14a-11
                     thereunder, including such person's written consent to
                     being named in the proxy statement as a nominee and to
                     serving as a director if elected; (b) as to any other
                     business that the stockholder proposes to bring before
                     the meeting, a brief description of the business desired
                     to be brought before the meeting, the reasons for
                     conducting such business at the meeting and any material
                     interest in such business of such stockholder and the
                     beneficial owner, if any, on whose behalf the proposal is
                     made; and (c) as to the stockholder giving the notice and
                     the beneficial owner, if any, on whose behalf the
                     nomination or proposal is made (i) the name and address
                     of such stockholder, as they appear on the Corporation's
                     books, and of such beneficial owner and (ii) the class
                     and number of shares of the Corporation which are owned
                     beneficially and of record by such stockholder and such
                     beneficial owner.

      (B) SPECIAL MEETINGS OF STOCKHOLDERS.  Only such business as shall have
      been brought before the special meeting of stockholders pursuant to the
      Corporation's notice of meeting pursuant to Section 2.4 of these Bylaws
      shall be conducted at such meeting.  If the Corporation's notice of
      meeting states that directors are to be elected at the special meeting of
      stockholders, then nominations of persons for election to the Board of
      Directors may be made (1) by or at the direction of the Board of
      Directors or (2) by any stockholder of the Corporation who is entitled to
      vote at the meeting, who complies with the notice procedures set forth in
      Section 2.7(A) of these Bylaws and who is a stockholder of record at the
      time such notice is delivered to the Secretary of the Corporation.
      Nominations by stockholders of persons for election to the Board of
      Directors may be made at such a special meeting of stockholders if the
      stockholder's notice as required by Section 2.7 of these Bylaws shall be
      actually delivered to the Secretary at the principal executive offices of
      the Corporation not earlier than the one hundred and twentieth day before
      such special meeting and not later than the close of business on the
      later of the ninetieth day before such special meeting or the tenth day
      following the day on which public announcement is first made of the date
      of the special meeting and of the nominees proposed by the Board of
      Directors to be elected at such meeting.  In no event shall the
      adjournment of a special meeting commence a new time period for the
      giving of a stockholder's notice as described above.

      (C) GENERAL.

              (1)   Only persons who are nominated in accordance with the
                    procedures set forth in these Bylaws shall be eligible to
                    stand for election as directors at a meeting of
                    stockholders and to serve as directors.  Only such business
                    as shall have been brought before the meeting of
                    stockholders in accordance with the procedures set forth in
                    these Bylaws shall be conducted at a meeting of
                    stockholders.  Except as otherwise provided by law, the
                    Restated Certificate of Incorporation or these Bylaws, the
                    chairman of the meeting shall have the power and duty to
                    determine


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                    whether a nomination or any business proposed to be brought
                    before the meeting was made in accordance with the
                    procedures set forth in these Bylaws and, if the chairman
                    determines that any proposed nomination or business is not
                    in compliance with these Bylaws, to declare that such
                    defective proposal or nomination is out of order, shall not
                    be presented for stockholder action and shall be
                    disregarded.

              (2)   For purposes of Section 2.7 of these Bylaws, "public
                    announcement" shall mean disclosure in a press release
                    reported by the Dow Jones News Service, Associated Press or
                    comparable national news service or in a document publicly
                    filed by the Corporation with the Securities and Exchange
                    Commission pursuant to Section 13, 14 or 15(d) of the
                    Exchange Act.

              (3)   Notwithstanding the foregoing provisions of Section 2.7 of
                    these Bylaws, a stockholder shall also comply with all
                    applicable requirements of the Exchange Act and the rules
                    and regulations thereunder with respect to the matters set
                    forth in these Bylaws.  Nothing in these Bylaws shall be
                    deemed to affect any rights (i) of stockholders to request
                    inclusion of proposals in the Corporation's proxy statement
                    pursuant to Rule 14a-8 under the Exchange Act, or (ii) of
                    the holders of any series of preferred stock to elect
                    directors if so provided under an applicable Preferred
                    Stock Designation (as defined in the Certificate of
                    Incorporation).

       SECTION 2.8.  VOTING.  Election of directors at all meetings of the
stockholders at which directors are to be elected shall be by written ballot.
Except as otherwise set forth in the Certificate of Incorporation with respect
to the right of the holders of any series of preferred stock or any other
series or class of stock to elect additional directors under specified
circumstances, directors shall be elected by a plurality of the votes cast by
the holders of Common Stock, present in person or represented by proxy.
Except as otherwise provided by law, the Certificate of Incorporation or these
Bylaws, all matters other than the election of directors properly submitted to
the stockholders at any meeting shall be decided by the affirmative vote of a
majority of the votes cast affirmatively or negatively on the matter.  The
vote upon any matter other than the election of directors shall be by written
ballot only if so ordered by the chairman of the meeting.  Whenever a written
ballot is required, a ballot may be submitted in writing or by an electronic
transmission permitted by law and filed in accordance with the procedure
established for the meeting.  Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
paragraph 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, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission.


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       SECTION 2.9.  INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS;
CONDUCTING OF BUSINESS.

       (A)  The Corporation shall appoint one or more individuals, who may
include individuals who serve the Corporation in other capacities, including,
without limitation, as officers, employees, agents or representatives of the
Corporation, to act as inspectors at the meeting and make a written report
thereof.  The Corporation may appoint one or more individuals as alternate
inspectors to replace any inspector who may fail to act.  If no inspector or
alternate has been appointed to act, or if all inspectors or alternates who
have been appointed are unable to act at a meeting of stockholders, the
chairman of the meeting shall appoint one or more individuals to act as
inspectors at the meeting.  Each inspector, before discharging his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.  The inspectors shall have the duties prescribed for inspectors of
election by the General Corporation Law of the State of Delaware.

       (B)  The chairman of the meeting shall fix and announce at the meeting
the date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at the meeting.

       (C)  The chairman of the meeting shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to such chairman to be in order.

                                    ARTICLE III
                                 BOARD OF DIRECTORS

       SECTION 3.1.  GENERAL POWERS.  The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.  In addition to the powers and authorities by these Bylaws
expressly conferred upon them, the Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by the Certificate of Incorporation or by these Bylaws required to be
exercised or done by the stockholders.

       SECTION 3.2.  NUMBER AND TERM.  Subject to the rights of the holders of
any series of preferred stock, or any other series or class of stock, as set
forth in the Certificate of Incorporation, to elect directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole Board,
but shall consist of not more than twelve nor less than three directors.  No
decrease in the number of authorized directors constituting the Whole Board
shall shorten the term of any incumbent director.  Directors who are elected
to fill a vacancy in accordance with Section 3.9 of these Bylaws may be
elected to any class of directors.  The number of directors in each of the
classes shall be as nearly equal in number as possible.  Directors shall hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election by the stockholders, except
that directors shall remain in office until their successors are


                                       6

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elected and qualified.  Every third year, all of the directors in one class
shall stand for election at the annual meeting of stockholders, except that
only one class of directors shall stand for election each year.

       SECTION 3.3.  REGULAR MEETINGS.  A regular annual meeting of the Board
of Directors shall be held without notice other than these Bylaws on the same
date, and at the same place, as each annual meeting of stockholders or on such
other day, at such other place and at such time as the Board of Directors may
determine.  The Board of Directors may from time to time, by resolution,
provide the time and place for the holding of additional regular meetings
without notice other than such resolution.

       SECTION 3.4.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or a majority of the Whole Board.  The person or persons authorized
to call special meetings of the Board of Directors may fix the place and time
of the meetings.

       SECTION 3.5.  NOTICE.  Notice of any special meeting shall be given to
each director at his or her business or residence in writing, or by telegram
or electronic transmission, or by telephone communication.  If mailed, such
notice shall be deemed delivered when deposited in the United States mails so
addressed, with postage thereon prepaid, at least three days before such
meeting.  If by telegram, such notice shall be deemed delivered when the
telegram is presented to the telegraph company at least twenty-four hours
before such meeting.  If by facsimile or other electronic transmission, such
notice shall be deemed delivered if transmitted at least twenty-four hours
before such meeting.  If by telephone, the notice shall be deemed delivered if
given at least twelve hours prior to the time set for the meeting.  Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice of such
meeting, except for amendments to these Bylaws as provided under Section 8.1
of Article VIII hereof. A meeting may be held at any time without notice if
all the directors are present or if those not present waive notice of the
meeting in writing, either before or after such meeting.  Any director present
in person at a meeting of the Board of Directors shall be deemed to have
waived notice of the time and place of meeting.

       SECTION 3.6.  ACTION BY CONSENT OF BOARD OF DIRECTORS.  Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing or by an
electronic transmission, and the writing or writings, or electronic
transmission or transmissions, are filed with the minutes of proceedings of
the Board or committee.

       SECTION 3.7. MEETINGS OTHER THAN IN PERSON.  Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of communications equipment which
permits all persons participating in the meeting to hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.


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       SECTION 3.8.  QUORUM, VOTING.  A number of directors equal to at least
a majority of the Whole Board shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without further notice.  The act of the majority of
the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.

       SECTION 3.9.  VACANCIES.  Subject to the rights of the holders of any
series of preferred stock or any other series or class of stock, as set forth
in the Certificate of Incorporation, to elect additional directors under
specified circumstances, and unless the Board of Directors otherwise
determines, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of
directors, shall be filled only by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, and
shall not be filled by the stockholders.

       SECTION 3.10.  REMOVAL.  Subject to the rights of the holders of any
series of preferred stock or any other series or class of stock, as set forth
in the Certificate of Incorporation, to elect additional directors under
specified circumstances, any director, or the entire Board of Directors, may
be removed from office at any time, but only for cause, by the affirmative
vote of the holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class.

       SECTION 3.11.  FEES AND EXPENSES.  Directors shall receive such fees
and expenses as the Board of Directors shall from time to time prescribe.

                                     ARTICLE IV
                                     COMMITTEES

       SECTION 4.1.  COMMITTEES.  The Board of Directors, by resolution passed
by a majority of the Whole Board, may from time to time designate one or more
committees of the Board and establish the membership of the committees.  Each
committee shall have such duties as are assigned to it, and may exercise on
behalf of the Board of Directors such powers and authorities as are delegated
to it, in the resolutions establishing it or in the charter adopted for it by
the Board of Directors.  The Board of Directors may, by resolution passed by a
majority of the Whole Board, adopt a charter to govern any committee.  The
charter of each committee shall specify the composition, organization,
functions, responsibilities and processes of the committee.  The charter may
include such other matters as the Board of Directors shall deem necessary or
appropriate.  If authorized by the Board of Directors, committees may, from
time to time, establish subcommittees.

       SECTION 4.2.  EXECUTIVE COMMITTEE.  The Board of Directors may, by
resolution approved by a majority of the Whole Board, designate an Executive
Committee.  Any Executive Committee shall consist of three or more members,
including the Chairman of the Board and the


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Chief Executive Officer.  A majority of the members of the Executive Committee
shall constitute a quorum.  The Board of Directors may, by resolution approved
by a majority of the Whole Board, adopt a charter to govern the Executive
Committee.  The Executive Committee shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, with the exception of such powers and authority as
may be specifically reserved to the Board of Directors by law, by resolution
adopted by the Board of Directors or by the Executive Committee's charter.

       SECTION 4.3.  AUDIT COMMITTEE.  The Board of Directors shall, by
resolution passed by a majority of the Whole Board, designate an Audit
Committee, to consist of three or more members.  A majority of the members of
the Audit Committee shall constitute a quorum.

       SECTION 4.4.  COMPENSATION/NOMINATING COMMITTEE.  The Board of
Directors may, by resolution passed by a majority of the Whole Board,
designate a Compensation/Nominating Committee, to consist of three or more
members.  A majority of the members of the Compensation/Nominating Committee
shall constitute a quorum.

       SECTION 4.5. COMMITTEE PROCEDURE, SEAL.

       (A)  The committees shall keep regular minutes of their meetings, which
shall be reported to the Board of Directors.  Each committee shall fix its own
rules of procedure consistent with these Bylaws.

       (B)  The Executive, Compensation/Nominating, and Audit Committees may
each authorize the seal of the Corporation to be affixed to all papers which
may require it.

       (C)  In the absence or disqualification of a member of any Committee,
the members of that Committee present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of such
absent or disqualified member.

                                     ARTICLE V
                                     OFFICERS

       SECTION 5.1.  ELECTED OFFICERS.  The elected officers of the
Corporation shall be (A) a Chairman of the Board, unless the Board of
Directors specifies that the Chairman of the Board shall not be an officer of
the Corporation, (B) a President, (C) one or more Vice Presidents (including
Executive Vice Presidents and Senior Vice Presidents), (D) a Secretary, (E) a
Treasurer, and (F) such other elected officers as the Board of Directors from
time to time may deem proper.  The Chairman of the Board (whether or not an
elected officer of the Corporation) shall be chosen from the directors.  The
other elected officers of the Corporation may or may not be directors.  All
officers elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to the
specific provisions of this Article V. The elected officers may, as authorized
by the Board of Directors, sign certificates,


                                       9

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contracts, and other instruments of the Corporation.  Elected officers shall
have such further powers and duties as from time to time may be delegated by
the Board of Directors or by any committee thereof.

       SECTION 5.2.  ELECTION AND TERM OF OFFICE.  The elected officers shall
be elected annually by the Board of Directors at the regular annual meeting of
the Board of Directors.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient.  Each
elected officer shall hold office until the earliest of the time of his or her
(a) successor having been duly elected and qualified, (b) death, or (c)
resignation, except that the elected officers shall hold their respective
offices at the pleasure of the Board of Directors and any elected officer may
be removed at any time, with or without cause, by a vote of the majority of
the Board of Directors.

       SECTION 5.3.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors.  He
or she shall make reports to the Board of Directors and the stockholders, and
shall have such other powers and perform such other duties as are required of
him or her from time to time by the Board of Directors.  The Board of
Directors may specify in a resolution or resolutions that the Chairman of the
Board shall not be an officer of the Corporation.  The offices of Chairman of
the Board and President may be filled by the same individual.

       SECTION 5.4.  PRESIDENT.  Unless otherwise specified by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation, shall be responsible for the general management of the affairs of
the Corporation and shall perform all duties incidental to his or her office
which may be required by law, and shall have such other powers and perform
such other duties as are required of him or her from time to time by the Board
of Directors.  The President shall, in the absence of, or because of the
inability to act of, the Chairman of the Board, perform all duties of the
Chairman of the Board and preside at all meetings of stockholders and of the
Board of Directors. The President shall see that all orders and resolutions of
the Board of Directors and of any committee thereof are carried into effect.

       SECTION 5.5.  VICE PRESIDENTS.  The President may, from time to time,
appoint Vice Presidents (including Executive Vice Presidents and Senior Vice
Presidents), who are not elected by the Board of Directors pursuant to this
Article V, and who shall not be deemed elected officers.  Each Vice President
(including any Executive Vice Presidents and Senior Vice Presidents) shall
perform such duties as shall be assigned by the Board of Directors, the
Chairman of the Board or the President.

       SECTION 5.6.  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 case of his or her 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 or the President, or by the
Board of Directors, upon whose request the meeting is called as provided in
these Bylaws. The Secretary shall record the proceedings of the meetings of
the Board of Directors, any committees thereof


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and the stockholders of the Corporation in a book to be kept for that purpose,
and shall perform such other duties as may be assigned to him or her by the
Board of Directors, the Chairman of the Board or the President.  The Secretary
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 or the President, and attest to the same.  Any or
all of the duties of the Secretary may be delegated to one or more Assistant
Secretaries.  Assistant Secretaries who are not elected by the Board of
Directors pursuant to this Article V shall not be deemed elected officers.

       SECTION 5.7.  TREASURER.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursement in books belonging to the Corporation.  The
Treasurer shall deposit all moneys and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors.  The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, the Chairman of the Board, or the
President, taking proper vouchers for such disbursements.  The Treasurer shall
render to the Chairman of the Board, the President and the Board of Directors,
whenever requested, an account of all his or her transactions as Treasurer and
of the financial condition of the Corporation.  If required by the Board of
Directors, the Treasurer shall give the Corporation a bond for the faithful
discharge of his or her duties in such amount and with such surety as the
Board of Directors shall prescribe.  Any or all of the duties of the Treasurer
may be delegated to one or more Assistant Treasurers.  Assistant Treasurers
who are not elected by the Board of Directors pursuant to this Article V shall
not be deemed elected officers.

       SECTION 5.8.  COMPENSATION.  The compensation of the elected officers
of the Corporation shall be fixed, from time to time, by the Board of
Directors.

       SECTION 5.9.  VACANCIES.  In case any office of an elected officer
becomes vacant due to death, resignation, retirement, disqualification,
removal from office, or any other reason, the Board of Directors may abolish
the office (except that of President, Secretary and Treasurer) or elect a
person to fill such vacancy.

                                     ARTICLE VI
                   STOCK CERTIFICATES, TRANSFERS AND RECORD DATE

       SECTION 6.1. STOCK CERTIFICATES, TRANSFERS AND RECORD DATE.

       (A) The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the Corporation may from time to time prescribe; provided,
however, the Board of Directors may provide by resolution that some or all of
any or all classes or series of the Corporation's stock shall be
uncertificated shares. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for the same
number of shares, with an assignment and power of transfer endorsed thereon or
attached


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thereto, duly executed, with such proof of the authenticity of the signature
as the Corporation or its agents may reasonably require.

       (B)  The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution
prescribe, which resolution may permit all or any of the signatures on such
certificates to be in facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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 he or she were such officer, transfer agent or registrar at the
date of issue.

       (C)  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive
payment of any dividend or other distribution or allotment of any rights or 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,
except as otherwise required by law, fix a record date, which record date
shall not precede the date on which the resolution fixing the record date is
adopted and which record date shall not be more than sixty nor less than ten
days before the date of any meeting of stockholders, nor more than sixty days
prior to the time for such other action as described above; except that if no
record date is fixed by the Board of Directors, then 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, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date
shall be at the close of business on the day on which the Board of Directors
adopts a resolution relating thereto.

       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; except that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE VII
                              MISCELLANEOUS PROVISIONS

       SECTION 7.1. FISCAL YEAR.  The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December
of each year.

       SECTION 7.2. DIVIDENDS.  The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and the
Certificate of Incorporation.

       SECTION 7.3. SEAL.  The corporate seal shall have inscribed thereon the
words "Corporate Seal", the name of the Corporation, and "Delaware".  The seal
may bear additional text or


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designs approved by the Secretary.

       SECTION 7.4. WAIVER OF NOTICE.  Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions
of the General Corporation Law of the State of Delaware, a written waiver of
notice, signed by the person or persons entitled to such notice, or a waiver
by electronic transmission by such person or persons, whether given before or
after the time notice is required, shall be deemed equivalent to the giving of
such notice.  Neither the business to be transacted at, nor the purpose of,
any annual or special meeting of the stockholders of the Board of Directors
need be specified in any waiver of notice of such meeting.

       SECTION 7.5. AUDITS.  The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors,
and it shall be the duty of the Board of Directors to cause such audit to be
made annually.

       SECTION 7.6. RESIGNATIONS.  Any director or any elected officer may
resign at any time by serving written notice of such resignation on the
Chairman of the Board, the President or the Secretary, and such resignation
shall be deemed to be effective as of the close of business on the date said
notice is received by the Chairman of the Board, the President, or the
Secretary, or at such later date as is stated therein.  No formal action shall
be required of the Board of Directors or the stockholders to make any such
resignation effective.

       SECTION 7.7.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.  Each director,
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees,
or committees of the Board of Directors so designated, or by any other person
as to matters which such director, committee member or officer reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.

       SECTION 7.8.  TIME PERIODS.  In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the
performance of the act shall be excluded, and the day of the event shall be
included.

                                    ARTICLE VIII
                                     AMENDMENTS

       SECTION 8.1.  AMENDMENTS.  These Bylaws may be amended, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, so long as notice of the


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proposed change was given in the notice of the meeting and, in the case of a
meeting of the Board of Directors, in a notice given no less than twenty-four
hours prior to the meeting; provided, however, that, in the case of amendments
by stockholders, notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of stock required by law, the Certificate of Incorporation or these
Bylaws, the affirmative vote of the holders of at least 80 percent of the
voting power of the then outstanding Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal any provision of these
Bylaws.

                                     ARTICLE IX
                           INDEMNIFICATION AND INSURANCE

       SECTION 9.1. PERSONS ELIGIBLE FOR INDEMNIFICATION.

       (A)  The Corporation shall indemnify any person who is or was a party
to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was serving, or
agreed to serve, as a director or officer of the Corporation, or, at the
request of the Corporation, of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted while serving in such capacity.

       (B)  The Corporation may indemnify any person who is or was a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact he or she is or was serving, or agreed to
serve, as an employee or agent of the Corporation, or, at the request of the
Corporation, of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted while serving in such capacity.

       SECTION 9.2. AMOUNTS ELIGIBLE FOR INDEMNIFICATION.  The indemnification
provided by Section 9.1 shall be from and against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the indemnitee or on his or her behalf in connection
with such action, suit or proceeding and any appeal therefrom, except that in
the case of an action or suit by or in the right of the Corporation to procure
a judgment in its favor (a) the indemnification provided by Section 9.1 shall
be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit

       SECTION 9.3. BEHAVIOR REQUIRED.  Notwithstanding Section 9.1, (a)
indemnification shall only be provided if the indemnitee acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Corporation, (b) indemnification shall only be provided
with respect to any criminal action, suit or proceeding if the indemnitee had
no reasonable cause to believe his or her conduct was unlawful, and (c) no
indemnification shall be made in respect of any claim, issue or matter as to
which the indemnittee shall have been


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adjudged to be liable to the Corporation unless, and only to the extent that,
the Delaware Court of Chancery, or the court in which such action or suit was
brought, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he or she reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

       SECTION 9.4. DETERMINATIONS.

       (A) The Board of Directors (by resolution passed by a majority of the
Board of Directors), the Chairman of the Board, the President or the Secretary
shall have the authority to determine whether a person is or was serving or
has agreed to serve at the request of the Corporation (a) as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or (b) as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  If the Board of
Directors (by resolution passed by a majority of the Board of Directors), the
Chairman of the Board, the President or the Secretary determines that a person
is not or was not serving or has not agreed to serve at the request of the
Corporation in any capacity described in clause (a) or (b) of the preceding
sentence, then such person shall not (unless otherwise ordered by a court) be
entitled to indemnification under these Bylaws.

       (B)  Any indemnification of a person entitled to indemnity under
Section 9.1(A) hereof shall (unless otherwise ordered by a court) be made by
the Corporation unless a determination is made that indemnification of such
person is not proper in the circumstances because he or she has not met the
applicable standard of conduct set forth in Section 9.3 hereof.  Any
indemnification of a person entitled to indemnity under Subsection (A)(2)
hereof may (unless otherwise ordered by a court) be made by the Corporation
upon a determination that indemnification of such person is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Section 9.3 hereof. Any such determination shall be made (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even if less than a quorum, or (2) by a committee of such
directors designated by a majority vote of such directors, even if less than a
quorum, (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.

       SECTION 9.5. SUCCESSFUL DEFENSE.  To the extent that a director,
officer, employee or agent of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
in Section 9.1 hereof or in defense of any claim, issue or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.


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       SECTION 9.6. ADVANCE PAYMENT OF EXPENSES.  Expenses (including
attorneys' fees) incurred by a director or officer in defending a civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Corporation as
authorized in this Section.  Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.  The Board of
Directors may authorize the Corporation's counsel to represent a director,
officer, employee or agent in any action, suit or proceeding, whether or not
the Corporation is a party to such action, suit or proceeding.

       SECTION 9.7.  PROCEDURE FOR INDEMNIFICATION OF REQUIRED INDEMNITEES.
Any indemnification of a person the Corporation is required to indemnify under
Section 9.1 hereof, or advance of costs, charges and expenses of a person the
Corporation is required to pay under Section 9.6 hereof, shall be made
promptly, and in any event within 60 days, upon the written request of such
person.  If the Corporation fails to respond within 60 days, then the request
for indemnification shall be deemed to be approved.  The right to
indemnification or advances as granted by this Section 9.7 shall be
enforceable by the person the Corporation is required to indemnify under
Section 9.1 hereof in any court of competent jurisdiction if the Corporation
denies such request, in whole or in part.  Such person's costs and expenses
incurred in connection with successfully establishing his or her right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation.  It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of costs,
charges and expenses under Section 9.5 hereof where the required undertaking,
if any, has been received by the Corporation) that the claimant has not met
the standard of conduct set forth in Section 9.3 hereof, but the burden of
proving such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Section 9.1 hereof, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

       SECTION 9.8. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The
indemnification provisions of this Article IX shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in such capacity at any time while these provisions as well as the
relevant provisions of the General Corporation Law of the State of Delaware
are in effect and any repeal or modification thereof shall not affect any
right or obligation then existing with respect to any state of facts then or
previously existing or any action, suit, or proceeding previously or
thereafter brought or threatened based in whole or in part upon any such state
of


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<PAGE>

facts.  Such a "contract right" may not be modified retroactively without the
consent of such director, officer, employee or agent.

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

       SECTION 9.9.  INSURANCE.  The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to serve as a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against, and incurred by, him or her or on his or her behalf in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article IX, so long as such insurance
is available on acceptable terms, which determination shall be made by a vote
of a majority of the Whole Board.

       SECTION 9.10. SAVINGS CLAUSE.  If this Article IX or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each director or officer and
may indemnify each employee or agent of the Corporation as to costs, charges
and expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the full extent permitted by any applicable
portion of this Article IX that shall not have been invalidated and to the
full extent permitted by applicable law.








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