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                                                                     EXHIBIT 3.4
                                 NCO GROUP, INC.

                           AMENDED AND RESTATED BYLAWS
                           ---------------------------



         These Bylaws are supplemental to the Pennsylvania Business Corporation
Law as the same shall from time to time be in effect.


ARTICLE I. SHAREHOLDERS.

         Section 101. Place of Shareholders' Meetings. All meetings of the
shareholders shall be held at such place or places, inside or outside the
Commonwealth of Pennsylvania, as determined by the Board of Directors from time
to time.

         Section 102. Annual Shareholders' Meeting. The annual meeting of the
shareholders for the election of directors and the transaction of such other
business as may properly come before such meeting shall be held at such time and
place as determined by the Board of Directors. Any business which is a proper
subject for shareholder action may be transacted at the annual meeting,
irrespective of whether the notice of said meeting contains any reference
thereto, except as otherwise provided by applicable law.

         Section 103. Special Meetings of Shareholders. Special meetings of the
shareholders may be called at any time by the Board of Directors or the Chairman
of the Board or the Chief Executive Officer.

         Section 104. Conduct of Shareholders' Meetings. The Chairman of the
Board shall preside at all shareholders' meetings. In the absence of the
Chairman of the Board, the Lead Director shall preside or, in his or her
absence, the Chief Executive Officer shall preside or, in his or her absence,
any officer designated by the Board of Directors shall preside. The officer
presiding over the shareholders' meeting may establish such rules and
regulations for the conduct of the meeting as he or she may deem to be
reasonably necessary or desirable for the orderly and expeditious conduct of the
meeting. Unless the officer presiding over the shareholders' meeting otherwise
requires, shareholders need not vote by ballot on any questions.

ARTICLE II. DIRECTORS.

         Section 201. Management by Board of Directors. The business and affairs
of the Corporation shall be managed by its Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute, regulation, the Amended and Restated
Articles of Incorporation or these Amended and Restated Bylaws directed or
required to be exercised or done by the shareholders.



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         Section 202. Nomination for Directors and Submission of Proposals.

                  (a) Nominations for directors to be elected may be made at a
meeting of shareholders only by (i) the Board of Directors (or any committee
thereof), or (ii) a shareholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the procedure set forth
in Section 202(b) of these Bylaws. Business may be conducted at a meeting of the
shareholders of the Corporation only if such business (i) was specified in the
notice of meeting (or any supplement thereto) given by the Board of Directors,
(ii) is otherwise properly brought before the meeting by the Board of Directors,
or (iii) is otherwise properly brought before the meeting by a shareholder of
the Corporation in accordance with the procedure set forth in Section 202(b) of
these Bylaws.

                  (b) Beginning with the annual meeting of the shareholders to
be held in 1997, nominations by shareholders for directors to be elected, or
proposals by shareholders to be considered, at a meeting of shareholders and
which have not been previously approved by the Board of Directors must be
submitted to the Secretary of the Corporation in writing, either by personal
delivery, nationally-recognized express mail or United States mail, postage
prepaid, not later than (i) with respect to an election to be held, or a
proposal to be considered, at an annual meeting of shareholders, the latest date
upon which shareholder proposals must be submitted to the Corporation for
inclusion in the Corporation's proxy statement relating to such meeting pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or other
applicable rules or regulations under the federal securities laws or, if no such
rules apply, at least ninety (90) days prior to the date one year from the date
of the immediately preceding annual meeting of shareholders, and (ii) with
respect to an election to be held, or a proposal to be considered, at a special
meeting of shareholders, the close of business on the tenth day following the
date on which notice of such meeting is first given to shareholders. Each such
nomination or proposal shall set forth: (i) the name and address of the
shareholder making the nomination or proposal and the person or persons
nominated, or the subject matter of the proposal submitted; (ii) a
representation that the shareholder is a holder of record of capital stock of
the Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to vote for the person or persons nominated, or the
proposal submitted; (iii) a description of all arrangements and understandings
between the shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination was made, or the
proposal was submitted, by the shareholder; (iv) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated by the Board
of Directors; and (v) the consent of each nominee to serve as a director of the
Corporation if so elected. All late nominations and proposals shall be rejected.

         Subject to applicable law and SEC regulations: (a) the Board of
Directors shall have the sole authority to select the nominees to be considered
for election or appointment as a director, provided however, the Board of
Directors shall have the right to establish a Nominating Committee with the sole
authority to select, or recommend to the Board of Directors, the nominees to be
considered for election or appointment as a director and (b) the Board of
Directors shall have the sole authority to accept or reject any shareholder
proposal. The officer presiding over the meeting, in his or her sole and

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absolute discretion, may reject any nomination or proposal not made in
accordance with this Section. Notwithstanding the foregoing, at any time prior
to the election of directors at a meeting of shareholders, the Board of
Directors may designate a substitute nominee to replace any bona fide nominee
who was nominated as set forth above and who, for any reason, becomes
unavailable for election as a director.

         Section 203. Number and Classification of Directors. The Board of
Directors shall consist of not less than three (3) and not more than seven (7)
directors. Effective upon completion of the Corporation's initial public
offering of securities under the federal Securities Act of 1933, as amended, the
directors shall be divided into three (3) classes, as nearly equal in number as
possible, known as Class I, consisting of not more than two (2) directors; Class
II, consisting of not more than two (2) directors; and Class III, consisting of
not more than three (3) directors. The initial directors of Class I shall serve
until the annual meeting of shareholders to be held in 1997. At the 1997 annual
meeting of the shareholders, the directors of Class I shall be elected for a
term of three (3) years and, after expiration of such term, shall thereafter be
elected every three (3) years for three (3) year terms. The initial directors of
Class II shall serve until the annual meeting of the shareholders to be held in
1998. At the 1998 annual meeting of the shareholders, the directors of Class II
shall be elected for a term of three (3) years and, after the expiration of such
term, shall thereafter be elected every three (3) years for three (3) year
terms. The initial directors of Class III shall serve until the annual meeting
of shareholders to be held in 1999. At the 1999 annual meeting of the
shareholders, the directors of Class III shall be elected for a term of three
(3) years and, after the expiration of such term, shall thereafter be elected
every three (3) years for three (3) year terms. The number of directors to be
elected, subject to the foregoing limits, shall be determined from time to time
by the Board of Directors. Each director shall serve until his or her successor
shall have been elected and shall qualify, even though his or her term of office
as herein provided has otherwise expired, except in the event of his or her
earlier resignation, removal or disqualification.

         Section 204. Vacancies in the Board of Directors. Subject to the rights
of the holders of any series of the Corporation's Preferred Stock then
outstanding, vacancies in the Board of Directors, including vacancies resulting
from an increase in the number of directors, shall be filled by the affirmative
vote of at least a majority of the remaining members of the Board, even though
less than a quorum, and each person so elected shall be a director until his
successor is elected by the shareholders. Any director elected to fill a vacancy
in the Board of Directors shall become a member of the same class of directors
in which the vacancy existed; but if the vacancy is due to an increase in the
number of directors, a majority of the members of the Board of Directors shall
designate such directorship as belonging to Class I, Class II or Class III so as
to maintain the three (3) classes of directors as nearly equal in number as
possible. Each director so elected shall hold office for the unexpired term of
the class to which he has been elected, and thereafter until his or her
successor shall have been duly elected and qualified, except in the event of his
or her earlier resignation, removal or disqualification.

         Section 205. Resignations of Directors. Any director may resign at any
time. Such resignation shall be in writing, but the acceptance thereof shall not
be necessary to make it effective.

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         Section 206. Compensation of Directors. No director shall be entitled
to any salary as such, but the Board of Directors may fix, from time to time, a
reasonable annual fee for acting as a director, a member of committee or
chairman thereof and/or a reasonable fee to be paid each director for his or her
services in attending meetings of the Board or committees thereof.

         Section 207. Regular Meetings. Regular meetings of the Board of
Directors shall be held on such day, at such hour, and at such place, consistent
with applicable law, as the Board shall from time to time designate or as may be
designated in any notice from the Secretary calling the meeting. The Board of
Directors shall meet for reorganization at the first regular meeting following
the annual meeting of shareholders at which the directors are elected. Notice
need not be given of regular meetings of the Board of Directors which are held
at the time and place designated by the Board of Directors. If a regular meeting
is not to be held at the time and place designated by the Board of Directors,
notice of such meeting, which need not specify the business to be transacted
thereat and which may be either oral or written (which shall include e-mail and
facsimile), shall be given by the Secretary to each member of the Board at least
twenty-four hours before the time of the meeting.

         Section 208. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Lead Director or the
Chief Executive Officer and shall be called whenever a majority of the members
of the Board so request in writing. A special meeting of the Board of Directors
shall be deemed to be any meeting other than the regular meeting of the Board of
Directors. Notice of the time and place of every special meeting, which need not
specify the business to be transacted thereat and which may be either oral or
written (which shall include e-mail and facsimile), shall be given by the
Secretary to each member of the Board at least twenty-four hours before the time
of such meeting.

         Section 209. Reports and Records. The reports of officers and
committees and the records of the proceedings of all committees shall be filed
with the Secretary of the Corporation and presented to the Board of Directors,
if practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose. When
a director shall request it, the vote of each director upon a particular
question shall be recorded in the minutes.

         Section 210. Committees. The following committees of the Board of
Directors may be established by the Board of Directors in addition to any other
committee the Board of Directors may in its discretion establish: (a) Executive
Committee; (b) Audit Committee; (c) Compensation Committee; and (d) Nominating
and Corporate Governance Committee.

         Section 211. Executive Committee. The Executive Committee shall consist
of at least two (2) directors. Meetings of the Committee may be called at any
time by the Chairman of the Executive Committee and shall be called whenever two
or more members of the Committee so request in writing. The Executive Committee
shall have and exercise the authority of the Board of Directors in the
management of the business of the Corporation between the dates of regular
meetings of the Board.

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         Section 212. Audit Committee. The Audit Committee shall consist of at
least three (3) directors, who shall meet such qualifications as shall be set
forth in the Audit Committee Charter as approved by the Board of Directors from
time to time. The Audit Committee shall have the authority, powers and
responsibilities as shall be set forth in the Audit Committee Charter.

         Section 213. Compensation Committee. The Compensation Committee shall
consist of at least three (3) directors, who shall meet such qualifications as
shall be set forth in the Compensation Committee Charter as approved by the
Board of Directors from time to time. The Compensation Committee shall have the
authority, powers and responsibilities as shall be set forth in the Compensation
Committee Charter.

         Section 214. Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee shall consist of at least two (2)
directors, who shall meet such qualifications as shall be set forth in the
Nominating and Corporate Governance Committee Charter as approved by the Board
of Directors from time to time. The Nominating and Corporate Governance
Committee shall have the authority, powers and responsibilities as shall be set
forth in the Nominating and Corporate Governance Committee Charter.

         Section 215. Appointment of Committee Members. The Board of Directors
shall appoint or shall establish a method of appointing the members of the
Executive, Audit, Compensation and Nominating and Corporate Governance
Committees and of any other committee established by the Board of Directors, and
the Chairman of each such committee, to serve until the next annual meeting of
shareholders.

         Section 216. Organization and Proceedings. Each committee of the Board
of Directors shall effect its own organization by the appointment of a Secretary
and such other officers, including the Chairman if not otherwise appointed by
the Board of Directors, as it may deem necessary. The Secretary of the Executive
Committee shall be the Secretary of the Corporation, but the Secretary of the
Audit, Compensation and Nominating and Corporate Governance Committees and of
any other committee need not be the Secretary of the Corporation. A record of
the proceedings of all committees shall be kept by the Secretary of such
committee and filed and presented as provided in Section 209 of these Bylaws.

         Section 217. Absentee Participation in Meetings. A director may
participate in a meeting of the Board of Directors or a meeting of a committee
established by the Board of Directors by use of a conference telephone or
similar communications equipment, by means of which all persons participating in
the meeting can hear each other.

         Section 218. Lead Director. The Board of Directors may appoint an
independent director as "Lead Director." If appointed, the Lead Director may (i)
organize and preside over executive sessions of the independent directors; (ii)
preside over meetings of the Board in the absence of the Chairman; (iii) act as
the principal liaison between the independent directors and the Chief Executive
Officer; (iv) call special meetings of the Board of Directors or independent
directors; and (v) exercise and perform such other powers and duties as may from
time to time be assigned to him or her by the Board of Directors.

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ARTICLE III. OFFICERS.

         Section 301. Officers. The officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer, a President, one or more
Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, a
Secretary, a Treasurer, and such other officers and assistant officers as the
Board of Directors may from time to time deem advisable. Except for the Chairman
of the Board, Chief Executive Officer, President, Secretary and Treasurer, the
Board may refrain from filling any of the said offices at any time and from time
to time. The same individual may hold any two or more offices. The following
officers shall be elected by the Board of Directors at the time, in the manner
and for such terms as the Board of Directors from time to time shall determine:
Chairman of the Board, Chief Executive Officer, President, Secretary, and
Treasurer. The Chief Executive Officer may appoint such other officers and
assistant officers as he may deem advisable provided such officers or assistant
officers have a title no higher than Executive Vice President, who shall hold
office for such periods as the Chief Executive Officer shall determine. Any
officer may be removed by the Board of Directors or the Chief Executive Officer
(except that the President may not remove the Chairman of the Board, President,
Secretary and Treasurer) at any time, with or without cause, and regardless of
the term for which such officer was elected.

         Section 302. Chairman of the Board. The Chairman of the Board shall be
a member of the Board of Directors and shall preside at the meetings of the
Board and perform such other duties as may be prescribed by the Board of
Directors.

         Section 303. Chief Executive Officer. The Chief Executive Officer shall
have general supervision of all of the departments and business of the
Corporation; he or she shall prescribe the duties of the other officers and
employees and see to the proper performance thereof. The Chief Executive Officer
shall be responsible for having all orders and resolutions of the Board of
Directors carried into effect. The Chief Executive Officer shall execute on
behalf of the Corporation and may affix or cause to be affixed a seal to all
authorized documents and instruments requiring such execution, except to the
extent that signing and execution thereof shall have been delegated to some
other officer or agent of the Corporation by the Board of Directors or by the
Chief Executive Officer. In the absence or disability of the Chairman of the
Board or the Lead Director or their refusal to act, the Chief Executive Officer
shall preside at meetings of the Board. In general, the Chief Executive Officer
shall perform all the duties and exercise all the powers and authorities
incident to his or her office or as prescribed by the Board of Directors.

         Section 304. President. The President shall perform such duties as are
incident to his or her office or prescribed by the Board of Directors or the
Chief Executive Officer. In the event of the absence or disability of the Chief
Executive Officer or his or her refusal to act, the President shall perform the
duties and have the powers and authorities of the Chief Executive Officer. The
President shall execute on behalf of the Corporation and may affix or cause to
be affixed a seal to all authorized documents and instruments requiring such
execution, except to the extent that signing and execution thereof shall have
been delegated to some other officer or agent of the Corporation by the Board of
Directors or the President.

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         Section 305. Vice Presidents. The Vice Presidents, including Executive
Vice Presidents and Senior Vice Presidents, shall perform such duties, do such
acts and be subject to such supervision as may be prescribed by the Board of
Directors, the Chief Executive Officer or the President. In the event of the
absence or disability of the Chief Executive Officer and the President or their
refusal to act, the Vice Presidents, in the order of their rank, and within the
same rank in the order of their seniority, shall perform the duties and have the
powers and authorities of the Chief Executive Officer and President, except to
the extent inconsistent with applicable law.

         Section 306. Secretary. The Secretary shall act under the supervision
of the Chief Executive Officer and President or such other officer as the Chief
Executive Officer or President may designate. Unless a designation to the
contrary is made at a meeting, the Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all of the
proceedings of such meetings in a book to be kept for that purpose, and shall
perform like duties for the standing committees when required by these Bylaws or
otherwise. The Secretary shall keep a seal of the Corporation, and, when
authorized by the Board of Directors, Chief Executive Officer or the President,
cause the seal to be affixed to any documents and instruments requiring it. The
Secretary shall perform such other duties as may be prescribed by the Board of
Directors, Chief Executive Officer, President or such other supervising officer
as the Chief Executive Officer or President may designate.

         Section 307. Treasurer. The Treasurer shall act under the supervision
of the Chief Executive Officer and President or such other officer as the Chief
Executive Officer or President may designate. The Treasurer shall have custody
of the Corporation's funds and such other duties as may be prescribed by the
Board of Directors, Chief Executive Officer, President or such other supervising
officer as the Chief Executive Officer or President may designate.

         Section 308. Assistant Officers. Unless otherwise provided by the Board
of Directors, each assistant officer shall perform such duties as shall be
prescribed by the Board of Directors, Chief Executive Officer, President or the
officer to whom he or she is an assistant. In the event of the absence or
disability of an officer or his or her refusal to act, his or her assistant
officers shall, in the order of their rank, and within the same rank in the
order of their seniority, have the powers and authorities of such officer.

         Section 309. Compensation. Unless otherwise provided by the Board of
Directors or the Compensation Committee and subject to the authority and
responsibilities of the Compensation Committee set forth in the Compensation
Committee Charter, the salaries and compensation of all officers and assistant
officers, except the Chairman of the Board, Chief Executive Officer and
President, shall be fixed by or in the manner designated by the Chief Executive
Officer.

         Section 310. General Powers. The officers are authorized to do and
perform such corporate acts as are necessary in the carrying on of the business
of the Corporation, subject always to the directions of the Board of Directors.

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ARTICLE IV. PERSONAL LIABILITY AND INDEMNIFICATION.

         Section 401. Personal Liability of Directors.

                  (a) A director of this Corporation shall not be personally
liable, as such, for monetary damages for any action taken, or any failure to
take any action, unless:

                           (i) the director has breached or failed to perform
the duties of his office under Chapter 17, Subchapter B of the Pennsylvania
Business Corporation Law of 1988 (which, as amended from time to time, is
hereafter called the Business Corporation Law); and

                           (ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.

                  (b) This Section 401 shall not apply to a director's liability
for monetary damages to the extent prohibited by Section 1713(b) of the Business
Corporation Law.

         Section 402. Mandatory Indemnification. The Corporation shall, to the
fullest extent permitted by applicable law, indemnify its directors and officers
who were or are a party or are threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not such action, suit or proceeding
arises or arose by or in the right of the Corporation or other entity) by reason
of the fact that such director or officer 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, general partner, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise (including
service with respect to employee benefit plans), against expenses (including,
but not limited to, reasonable attorneys' and investigation fees and costs),
judgments, fines (including excise taxes assessed on a person with respect to
any employee benefit plan) and amounts paid in settlement actually and
reasonably incurred by such director or officer in connection with such action,
suit or proceeding, except as otherwise provided in Section 404 hereof. Persons
who were directors or officers of the Corporation prior to the date this Section
is approved by members of the Corporation, but who do not hold such office on or
after such date, shall not be covered by this Section 402. A director or officer
of the Corporation entitled to indemnification under this Section 402 is
hereafter called a "person covered by Section 402 hereof".

         Section 403. Expenses. Expenses incurred by a person covered by Section
402 hereof in defending a threatened, pending or completed civil or criminal
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 such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation, except as otherwise provided in Section 404.

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         Section 404. Exceptions. No indemnification under Section 402 or
advancement or reimbursement of expenses under Section 403 shall be provided to
a person covered by Section 402 hereof: (a) with respect to expenses or the
payment of profits arising from the purchase or sale of securities of the
Corporation in violation of Section 16(b) of the Securities Exchange Act of
1934, as amended; (b) if a final unappealable judgment or award establishes that
such director or officer engaged in intentional misconduct or a transaction from
which the director or officer derived an improper personal benefit; (c) for
expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, and amounts paid in settlement) which have been paid directly
to, or for the benefit of, such person by an insurance carrier under a policy of
officers' and directors' liability insurance whose premiums are paid for by the
Corporation or by an individual or entity other than such director or officer;
and (d) for amounts paid in settlement of any threatened, pending or completed
action, suit or proceeding without the written consent of the Corporation, which
written consent shall not be unreasonably withheld. The Board of Directors of
the Corporation is hereby authorized, at any time by resolution, to add to the
above list of exceptions from the right of indemnification under Section 402 or
advancement or reimbursement of expenses under Section 403, but any such
additional exception shall not apply with respect to any event, act or omission
which occurred prior to the date that the Board of Directors in fact adopts such
resolution. Any such additional exception may, at any time after its adoption,
be amended, supplemented, waived or terminated by further resolution of the
Board of Directors of the Corporation.

         Section 405. Continuation of Rights. The indemnification and
advancement or reimbursement of expenses provided by, or granted pursuant to,
this Article IV shall continue as to a person who has ceased to be a member,
director or officer of the Corporation, and shall inure to the benefit of the
heirs, executors and administrators of such person.

         Section 406. General Provisions.

                  (a) The term "to the fullest extent permitted by applicable
law", as used in this Article IV shall mean the maximum extent permitted by
public policy, common law or statute. Any person covered by Section 402 hereof
may, to the fullest extent permitted by applicable law, elect to have the right
to indemnification or to advancement or reimbursement of expenses, interpreted,
at such person's option; (i) on the basis of the applicable law on the date this
Section was approved by the shareholders; or (ii) on the basis of the applicable
law in effect at the time of the occurrence of the event, act or omission giving
rise to the action, suit or proceeding, or (iii) on the basis of the applicable
law in effect at the time indemnification is sought.

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                  (b) The right of a person covered by Section 402 hereof to be
indemnified or to receive an advancement or reimbursement of expenses pursuant
to Section 403 (i) may be enforced as a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Corporation and such person;
(ii) to the fullest extent permitted by applicable law, is intended to be
retroactive and shall be available with respect to events, acts or omissions
occurring prior to the adoption hereof; and (iii) shall continue to exist after
the rescission or restrictive modification (as determined by such person) of any
provision of this Article IV with respect to events, acts and omissions
occurring before such rescission or restrictive modification is adopted.

                  (c) If a request for indemnification or for the advancement or
reimbursement of expenses pursuant hereto is not paid in full by the Corporation
within thirty (30) days after a written claim has been received by the
Corporation together with all supporting information reasonably requested by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim (plus interest at the
prime rate announced from time to time by the Corporation's primary lending
bank) and, if successful in whole or in part, the claimant shall be entitled
also to be paid the expenses (including, but not limited to, attorneys' and
investigation fees and costs) of prosecuting such claim. Neither the failure of
the Corporation (including its Board of Directors or independent legal counsel)
to have made a determination prior to the commencement of such action that
indemnification of or the advancement or reimbursement of expenses to the
claimant is proper in the circumstances, nor an actual determination by the
Corporation (including its Board of Directors or independent legal counsel) that
the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

                  (d) The indemnification and advancement or reimbursement of
expenses provided by, or granted pursuant to, this Article IV shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement or reimbursement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.

                  (e) Nothing contained in this Article IV shall be construed to
limit the rights and powers the Corporation possesses under Chapter 17,
Subchapter D of the Business Corporation Law, or otherwise, including, but not
limited to, the powers to purchase and maintain insurance, create funds to
secure or insure its indemnification obligations, and any other rights or powers
the Corporation may otherwise have under applicable law.

                  (f) The provisions of this Article IV may, at any time (and
whether before or after there is any basis for a claim for indemnification or
for the advancement or reimbursement of expenses pursuant hereto), be amended,
supplemented, waived, or terminated, in whole or in part, with respect to any
person covered by Section 402 hereof by a written agreement signed by the
Corporation and such person.

                  (g) The Corporation shall have the right to appoint the
attorney for a person covered by Section 402 hereof, provided such appointment
is not unreasonable under the circumstances.

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         Section 407. Optional Indemnification. The Corporation may, to the
fullest extent permitted by applicable law, indemnify, and advance or reimburse
expenses for, persons in all situations other than that covered by Section 402.

ARTICLE V. SHARES OF CAPITAL STOCK.

         Section 501. Authority to Sign Share Certificate. Every share
certificate of the Corporation shall be signed by the Chairman, Chief Executive
Officer or the President and by the Secretary or one of the Assistant
Secretaries. If the certificate is signed by a transfer agent or registrar, the
signature of any officer of the Corporation on the certificate may be facsimile,
engraved or printed.

         Section 502. Lost or Destroyed Certificates. Any person claiming a
share certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if such shareholder: (a) requests such replacement
certificate before the Corporation has notice that the shares have been acquired
by a bona fide purchaser; (b) files with the Corporation an indemnity bond
deemed sufficient by the Board of Directors; and (c) satisfies any other
reasonable requirements fixed by the Board of Directors.

ARTICLE VI. GENERAL.

         Section 601. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 602. Record Date. The Board of Directors may fix any time prior
to the date of any meeting of shareholders as a record date for the
determination of shareholders entitled to notice of, or to vote at, the meeting,
which time, except in the case of an adjourned meeting, shall be not more than
ninety (90) days prior to the date of the meeting of shareholders. The Board of
Directors may fix any time whatsoever (whether or not the same is more than
ninety (90) days) prior to the date for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or will go into effect,
as a record date for the determination of the shareholders entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect to any such change, conversion
or exchange of shares.

         Section 603. Emergency Bylaws. In the event of any emergency resulting
from an attack on the United States, a nuclear disaster or another catastrophe
as a result of which a quorum cannot be readily assembled and during the
continuance of such emergency, the following Bylaw provisions shall be in
effect, notwithstanding any other provisions of these Bylaws.

                  (a) A meeting of the Board of Directors or of any committee
thereof may be called by any officer or director upon one hour's notice to all
persons entitled to notice whom, in the sole judgment of the notifier, it is
feasible to notify;

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<PAGE>

                  (b) The director or directors in attendance at the meeting of
the Board of Directors or of any committee thereof shall constitute a quorum;
and

                  (c) These Bylaws may be amended or repealed, in whole or in
part, by a majority vote of the directors attending any meeting of the Board of
Directors, provided such amendment or repeal shall only be effective for the
duration of such emergency.

         Section 604. Severability. If any provision of these Bylaws is illegal
or unenforceable as such, such illegality or unenforceability shall not affect
any other provision of these Bylaws and such other provisions shall continue in
full force and effect.

ARTICLE VII. AMENDMENTS.

         Section 701. Amendment or Repeal by the Board of Directors. Except as
provided by applicable law, these Bylaws may be amended or repealed, in whole or
in part, by a majority vote of the incumbent directors (as defined herein) on
the Board of Directors. The term "incumbent director", as used herein, shall
mean any director of the Corporation on the date hereof and any other director
whose election or appointment by the Board of Directors of the Corporation, or
whose nomination for election by the shareholders of the Corporation, was
approved by a vote of at least a majority of the directors then in office who
either were directors on the date hereof or whose election or appointment or
nomination for election was previously so approved.

         Section 702. Amendment or Repeal by Shareholders. These Bylaws may be
amended or repealed, in whole or in part, by shareholders as follows: (i) in the
case of an amendment or repeal which has previously received the approval of at
least a majority of the incumbent directors (as defined herein) on the Board of
Directors, by a majority of the votes cast by shareholders at any duly convened
annual or special meeting of the shareholders; and (ii) in the case of an
amendment or repeal which has not previously received the approval of at least a
majority of the incumbent directors of the Board of Directors, by the
affirmative vote of the shareholders entitled to cast at least sixty-five
percent (65%) of the votes entitled to be cast by all shareholders at any duly
convened annual or special meeting of the shareholders. This Section 702 may be
amended or repealed, in whole or in part, only by the affirmative vote of the
shareholders entitled to cast at least sixty-five percent (65%) of the votes
entitled to be cast by all shareholders at any duly convened annual or special
meeting of the shareholders. The term "incumbent director", as used herein,
shall mean any director of the Corporation on the date hereof and any other
director whose election or appointment by the Board of Directors of the
Corporation, or whose nomination for election by the shareholders of the
Corporation, was approved by a vote of at least a majority of the directors then
in office who either were directors on the date hereof or whose election or
appointment or nomination for election was previously so approved.

         Section 703. Recording Amendments. The text of all amendments to these
Bylaws shall be attached hereto, and a notation of the date of its adoption and
a notation of whether it was adopted by the directors or the shareholders shall
be made in Section 802 hereof.

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ARTICLE VIII. ADOPTION OF BYLAWS AND RECORD OF AMENDMENTS THERETO.

         Section 801. Adoption and Effective Date. These Bylaws have been
adopted and approved by the Board of Directors of the Corporation on September
27, 1996 and by the shareholders of the Corporation on September 27, 1996. These
Bylaws shall be effective as of September 27, 1996. These Bylaws have been
amended and restated by the Board of Directors effective as of July 28, 2004.

         Section 802. Amendments to Bylaws.

Section Amended            Date Amended         Adopted By
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