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                                                                    Exhibit 4.2


                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                             RPM INTERNATIONAL INC.

                                   ARTICLE I

                                    OFFICES

     Section 1.  Registered Office.  The registered office of the Company shall
be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2.  Other Offices.  The Company may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
(the "Board") may from time to time determine or the business of the Company may
require.

                                   ARTICLE II

                                  FISCAL YEAR

     Section 1.  Fiscal Year.  The fiscal year of the Company shall end upon
each May 31, or otherwise shall be as designated by the Board.

                                  ARTICLE III

                                  STOCKHOLDERS

     Section 1.  Annual Meeting.  The annual meeting of the stockholders for the
election of Directors, and for the transaction of any other proper business,
shall be held on such date after the annual financial statements of the Company
have been prepared as shall be determined by the Board from time to time. Only
such business shall be conducted as shall have been properly brought before the
meeting. In the event that the annual meeting is not held on the date designated
therefor in accordance with this Section 1, the Directors shall cause the annual
meeting to be held as soon after that date as convenient.

     Section 2.  Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the President of the Company,
the majority of the Board and the Chairman of the Board or the President at the
written request of stockholders owning a majority of shares of the Voting Stock
(as such term is defined in the Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation")). Special meetings of holders
of the outstanding preferred stock, $0.01 par value per share, of the Company
(the "Preferred Stock"), if any, may be called in the manner and for the
purposes provided in the applicable Preferred Stock Designation (as such term is
defined in the Certificate of Incorporation). Calls for special meetings shall
specify the purpose or purposes of the proposed meeting, and no business shall
be considered at any such meeting other than that specified in the call
therefor.

     Section 3.  Place of Meetings.  All meetings of the stockholders shall be
held at such place, if any, either within or without the State of Delaware, as
shall be designated in the notice of such meeting. The Board may, in its sole
discretion, determine that the meeting shall not be held at any place, but may
instead be held solely by means of remote communication as authorized by the
Delaware General Corporation Law. If authorized by the Board, and subject to
such guidelines and procedures as the Board may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication, participate and be deemed present in person and vote at
a meeting of stockholders whether such meeting is to be held at a


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designated place or solely by means of remote communication, provided that: (a)
the Company shall implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxyholder; (b) the Company shall implement
reasonable measures to provide such stockholders and proxyholders a reasonable
opportunity to participate in the meeting and to vote on matters submitted to
the stockholders, including an opportunity to read or hear the proceedings of
the meeting substantially concurrently with such proceedings; and (c) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Company.

     Section 4.  Notice of Meetings and Adjourned Meetings.  Written or other
proper notice of any meeting of stockholders stating the place, if any, date and
hour of the meeting, the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, the information needed to access the stockholders' list during the
meeting if the meeting is held by means of remote communication and the purpose
or purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than 10 nor more than 60 days before
the date of the meeting. Without limiting the manner by which notice otherwise
may be given effectively to stockholders, any notice to stockholders given by
the Company under any provision of these Amended and Restated By-laws (the
"By-laws") or otherwise shall be effective if given by a form of electronic
transmission consented to by the stockholder to whom the notice is given; any
such consent shall be deemed revoked if (a) the Company is unable to deliver by
electronic transmission two consecutive notices given by the Company in
accordance with such consent, and (b) such inability becomes known to the
Secretary or an Assistant Secretary of the Company or to the transfer agent, or
other person responsible for the giving of notice; provided, however, that the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action. Notice given pursuant to the preceding sentence
shall be deemed given: (i) if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice; (ii) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (iii) if by a posting on an
electronic network together with separate notice to the stockholder of such
specific posting, upon the later of (A) such posting, and (B) the giving of such
separate notice; and (iv) if by any other form of electronic transmission, when
directed to the stockholder in the manner consented to by the stockholder.

     When a meeting is adjourned to another time or place, if any, notice need
not be given of the adjourned meeting if the time and place, if any, thereof,
and the means of remote communication, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned
meeting, are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Company may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

     For purposes of these By-laws, "electronic transmission" means any form of
communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved and reviewed by a recipient
thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process.

     Section 5.  Stockholders' List.  The officer who has charge of the stock
ledger of the Company shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least 10 days prior to the meeting,
either (a) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with

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the notice of the meeting, or (b) during ordinary business hours, at the
principal place of business of the Company. If the meeting is to be held at a
place, the list shall be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. If the meeting is to be held solely by means of remote communication,
then the list also shall be open to the examination of any stockholder during
the whole time of the meeting on a reasonably accessible electronic network, and
the information required to access such list shall be provided with the notice
of the meeting.

     Section 6.  Quorum.  At any meeting of the stockholders, except as
otherwise provided by the Delaware General Corporation Law, the Certificate of
Incorporation, or these By-laws, a majority of the shares entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business; provided, that no action required by the
Certificate of Incorporation or these By-laws to be authorized or taken by a
designated proportion of shares may be authorized or taken by a lesser
proportion; provided, further, that where a separate vote by a class or classes
of shares is required by law, the Certificate of Incorporation or these By-laws,
a majority of the outstanding shares of such class or classes, present in person
or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote. If such quorum shall not be present or represented by
proxy at any meeting of the stockholders, the stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented by proxy.

     Section 7.  Voting.  In all matters other than the election of Directors
and other than any matters upon which by express provision of the Delaware
General Corporation Law, the Certificate of Incorporation or of these By-laws a
different vote is required, the vote of a majority of the shares entitled to
vote on the subject matter and present in person or represented by proxy at the
meeting shall be the act of the stockholders. Directors shall be elected by a
plurality of the votes of the shares entitled to vote on the election of
Directors and present in person or represented by proxy at the meeting. Except
as otherwise provided in the Certificate of Incorporation, each stockholder
entitled to vote at any meeting of the stockholders shall be entitled to one
vote for each share of capital stock held by such stockholder.

     Section 8.  Proxies.  Each stockholder entitled to vote at a meeting of the
stockholders may authorize, by any means permitted pursuant to the Delaware
General Corporation Law and approved by the Board, another person or persons to
act for him by proxy. No such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.

     Section 9.  Inspectors.  The Board shall, in advance of any meeting of
stockholders, appoint one or more inspectors of election to act as judges of the
voting, to determine those entitled to vote at any such meeting, or any
adjournments thereof, and to make a written report of any such meeting. The
Board may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the presiding officer of the meeting may appoint one or
more substitute inspectors.

     Section 10.  Action of Stockholders Without a Meeting.  Pursuant to the
Company's Certificate of Incorporation, the right of the stockholders to take
any action by consent in writing without a regular or special meeting of the
stockholders is expressly denied.

     Section 11.  Order of Business.  The Chairman, or such other officer of the
Company designated by a majority of the Board, will call meetings of the
stockholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board prior to the meeting, the presiding officer of
the meeting of the stockholders will also determine the order of business and
have the authority in his or her sole discretion to regulate the conduct of any
such meeting, including without limitation by imposing restrictions on the
persons (other than stockholders of the Company or their duly appointed proxies)
that may attend any such stockholders' meeting, by ascertaining whether any
stockholder or his proxy may be excluded from any meeting of the stockholders
based

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upon any determination by the presiding officer, in his sole discretion, that
any such person has unduly disrupted or is likely to disrupt the proceedings
thereat, and by determining the circumstances in which any person may make a
statement or ask questions at any meeting of the stockholders.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

     Section 1.  General Powers.  The business and affairs of the Company shall
be managed by or under the direction of a Board, except as may be otherwise
provided in the Delaware General Corporation law or in the Certificate of
Incorporation.

     Section 2.  Number, Election, and Terms.  Subject to the rights, if any, of
any series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, and to the minimum and maximum
number of authorized Directors provided in the Certificate of Incorporation, the
authorized number of Directors may be determined from time to time by (i)
resolution of the Board adopted by the affirmative vote of a majority of the
entire Board or (ii) by the affirmative vote of the holders of a majority of
shares of the Voting Stock at any annual meeting of stockholders called for that
purpose at which a quorum is present; provided, however, that the number of
Directors fixed by the stockholders at any meeting many not be greater by more
than one Director than the number fixed or authorized at the next preceding
annual meeting of stockholders, and, provided, further, that no reduction in the
number of Directors by the stockholders shall of itself have the effect of
shortening the term of any incumbent Director. Directors may, but need not, be
stockholders. The Directors, other than those who may be elected by the holders
of any series of Preferred Stock, will be classified with respect to the time
for which they severally hold office in accordance with the Certificate of
Incorporation.

     Section 3.  Removal.  Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office by the stockholders only for cause and only in the manner provided in the
Certificate of Incorporation and, if applicable, any amendment to this Section
3.

     Section 4.  Vacancies and Newly Created Directorships.  Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, or by a sole remaining Director.
Any Director elected in accordance with the preceding sentence will hold office
for the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Director's
successor is elected and qualified. No decrease in the number of Directors
constituting the Board will shorten the term of an incumbent Director.

     Section 5.  Resignation.  Any Director may resign at any time upon notice
given in writing or by electronic transmission to the Company. A resignation
from the Board shall be deemed to take effect immediately upon receipt of such
notice or at such other time as the Director may specify in such notice.

     Section 6.  Annual Meeting.  Immediately following each annual meeting of
stockholders for the election of Directors, the Board may meet for the purpose
of organization, the election of officers and the transaction of other business
at the place, if any, where the annual meeting of stockholders for the election
of Directors is held. Notice of such meeting need not be given. Such meeting may
be held at any other time or place, if any, which shall be specified in a notice
given as hereinafter provided for special meetings of the Board or in a consent
and waiver of notice thereof signed by all of the Directors.

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     Section 7.  Regular Meetings.  Regular meetings of the Board may be held at
such places (within or without the State of Delaware), if any, and at such times
as the Board shall by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall be held at such
place, if any, at the same hour and on the next succeeding business day not a
legal holiday. Notice of regular meetings need not be given.

     Section 8.  Special Meetings.  Special meetings of the Board shall be held
whenever called by the Chairman of the Board, President or by any two of the
Directors. Notice of each such meeting shall be mailed to each Director,
addressed to him at his residence or usual place of business, at least three
days before the day on which the meeting is to be held, or shall be sent to him
by telegram or cablegram so addressed, or shall be delivered personally or by
telephone or telecopy or other electronic or wireless means, at least 24 hours
before the time the meeting is to be held. Each such notice shall state the time
and place (within or without the State of Delaware), if any, of the meeting but
need not state the purposes thereof, except as otherwise required by the
Delaware General Corporation Law or by these By-laws.

     Section 9.  Quorum: Voting Adjournment.  Except as otherwise provided by
the Certificate of Incorporation or by these By-laws, a majority of the total
number of Directors shall constitute a quorum for the transaction of business at
any meeting, and the vote of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board. In the absence of a
quorum, the Director or Directors present at any meeting may adjourn such
meeting from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given.

     Section 10.  Communications.  Members of the Board, or of any committee
thereof, may participate in a meeting of such board or committee by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 10 shall constitute presence in person at such
meeting.

     Section 11.  Action of Directors Without a Meeting.  Except as may be
otherwise provided for in the Certificate of Incorporation, any action required
or permitted to be taken at any meeting of the Board, or of any committee
thereof, may be taken without a meeting if all members of the Board or such
committee, as the case may be, consent thereto in writing or by electronic
transmission, and such written consent or consents or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or such
committee. Such filings shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

     Section 12.  Compensation.  The Board may establish the compensation for,
and reimbursement of the expenses of, Directors for membership on the Board and
on committees of the Board, attendance at meetings of the Board or committees of
the Board, and for other services by Directors to the Company or any of its
majority-owned subsidiaries. Nothing herein contained shall be construed so as
to preclude any Director from serving the Company in any other capacity, or from
serving any of its stockholders, subsidiaries or affiliated corporations in any
capacity, and receiving compensation therefor.

     Section 13.  Committees.  The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of three or more of the Directors of the Company. The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
to act at the meeting in the place of any such absent or disqualified member.
Subject to the limitations of Section 141(c) of the Delaware General Corporation
Law, as amended from time to time (or of any successor thereto,

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however denominated), any such committee, to the extent provided in the Board
resolution, shall have and may exercise the powers and authority of the Board in
the management of the business and affairs of the Company, and may authorize the
seal of the Company (if any) to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.

                                   ARTICLE V

                                    NOTICES

     Section 1.  Notices.  Whenever, under the provisions of the Delaware
General Corporation Law or of the Certificate of Incorporation or these By-laws,
notice is required to be given to any Director or stockholder, it shall not be
necessary that personal notice be given, and such notice may be given in
writing, by mail, addressed to such Director or stockholder, at his address as
it appears on the records of the Company or at his residence or usual place of
business, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice also may be given in any other proper form, as authorized by the Delaware
General Corporation Law. Notice that is given by facsimile shall be deemed
delivered when sent to a number at which any Director or stockholder has
consented to receive such notice. Notice by telegram or cablegram shall be
deemed to be given when the same shall be filed. Notice that is given in person
or by telephone shall be deemed to be given when the same shall be delivered.
Without limiting the manner by which notice otherwise may be given effectively
to any Director or stockholder, any notice given under any provision of these
By-laws shall be effective if given by a form of electronic transmission
consented to by such person. Notice given by electronic mail shall be deemed
delivered when directed to an electronic mail address at which such person has
consented to receive notice and notice given by a posting on an electronic
network together with separate notice to such person of such specific posting
shall be deemed delivered upon the later of (a) such posting and (b) the giving
of such separate notice. Notice given by any other form of electronic
transmission shall be deemed given when directed to any Director or stockholder
in the manner consented to by such Director or stockholder.

     Section 2.  Waiver of Notice.  Whenever any notice is required to be given
under any provision of the Delaware General Corporation Law or of the
Certificate of Incorporation or these By-laws, a written waiver, signed by the
person or persons entitled to said notice, or a waiver by electronic
transmission by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

                                   ARTICLE VI

                                    OFFICERS

     Section 1.  Officers.  The officers of the Company shall be a President, a
Secretary, a Treasurer and, if the Board shall so determine, or as may be deemed
necessary by the Board from time to time, a Chairman of the Board, one or more
Vice Presidents and other officers and assistant officers. The Chairman of the
Board, if any, and the President, shall be chosen from among the members of the
Board; however; none of the other officers need be a Director. Any number of
offices may be held by the same person.

     Section 2.  Election of Officers.  Each officer of the Company shall be
elected by the Board and shall hold office at the pleasure of the Board until
his successor has been elected or until his earlier resignation or removal.

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     Section 3.  Resignation.  Any officer may resign at any time by giving
written notice of his resignation to the Company. Any such resignation shall
take effect immediately upon receipt of such notice or at such other time
specified in such notice. Unless otherwise specified in such notice, the
acceptance of such resignation by the Company shall not be necessary to make it
effective.

     Section 4.  Removal.  Any officer may be removed at any time, either with
or without cause, by action of the Board.

     Section 5.  Vacancies.  A vacancy in any office because of death,
resignation, removal or any other reason shall be filled by the Board.

     Section 6.  Powers and Duties.  All officers, as between themselves and the
Company, shall have such authority and perform such duties as are customarily
incident to their respective offices, and as may be specified from time to time
by the Board, regardless of whether such authority and duties are customarily
incident to such office. In the absence of any officer of the Company, or for
any other reason the Board may deem sufficient, the Board may delegate for the
time being the powers or duties of such officer, or any of them, to any other
officer or to any Director. The Board may from time to time delegate to any
officer the authority to appoint and remove subordinate officers and to
prescribe their authority and duties.

     Section 7.  Compensation.  The compensation of the officers and agents of
the Company shall be fixed by the Board and the Board may delegate such
authority to a committee of the Board or to any one or more officers of the
Company.

                                  ARTICLE VII

                           SHARES AND THEIR TRANSFER

     Section 1.  Share Certificates.  Certificates representing shares of stock
of the Company will be in such form as is determined by the Board, subject to
applicable legal requirements. Each such certificate will be numbered and its
issuance recorded in the books of the Company, and such certificate will exhibit
the holder's name and the number of shares and will be signed by, or in the name
of, the Company by the Chairman of the Board or the President and the Secretary
or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will
also be signed by, or bear the facsimile signature of, a duly authorized officer
or agent of any properly designated transfer agent of the Company. Any or all of
the signatures and the seal of the Company, if any, upon such certificates may
be facsimiles, engraved, or printed. Such certificates may be issued and
delivered notwithstanding that the person whose facsimile signature appears
thereon may have ceased to be such officer at the time the certificates are
issued and delivered.

     Section 2.  Classes of Stock.  The designations, powers, preferences and
relative, participating, optional or other special rights of the various classes
of stock or series thereof, and the qualifications, limitations or restrictions
thereof, will be set forth in full or summarized on the face or back of the
certificates which the Company issues to represent its stock or, in lieu
thereof, such certificates will set forth the office of the Company from which
the holders of certificates may obtain a copy of such information at no charge.

     Section 3.  Lost, Stolen or Destroyed Certificates.  The Board may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate for stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Company a bond in such sum as it may direct as indemnity
against any claim that may be made

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against the Company with respect to the certificate or certificates alleged to
have been lost, stolen or destroyed.

     Section 4.  Transfers.  Upon surrender to the Company or the transfer agent
of the Company of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Company to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.  Record Dates.  In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, 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 may fix a record date, which record date shall not
precede the date upon which the resolution fixing such record date is adopted by
the Board. In the case of (a) a meeting, such record date also shall not be more
than 60 nor less than 10 days before the date of such meeting, or (b) the
payment of any dividend or other distribution, allotment of any rights, exercise
of any rights in respect of any change, conversion or exchange of stock or any
other lawful action, such record date also shall not be more than 60 days prior
to such action. 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; provided, however, that the Board may fix a new record date for the
adjourned meeting.

     Section 6.  Protection of Company.  The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                  ARTICLE VIII

                                    BANKING

     All funds of the Company not otherwise employed shall be deposited from
time to time to the credit of the Company in such banks, trust companies or
other depositaries as the Board may authorize. The Board may make such special
rules and regulations with respect to such bank accounts, not inconsistent with
the provisions of these By-laws, as it may deem expedient. For the purpose of
deposit and for the purpose of collection for the account of the Company,
checks, drafts and other orders for the payment of money which are payable to
the order of the Company shall be endorsed, assigned and delivered by such
person or persons and in such manner as may from time to time be authorized by
the Board.

                                   ARTICLE IX

                                FORM OF RECORDS

     Any records maintained by the Company in the regular course of its
business, including its stock ledger, books of account and minute books, may be
kept in any manner authorized by the Delaware General Corporation Law, including
by means of, or in the form of, any storage device or method, provided that
records so kept can be converted into clearly legible paper form within a
reasonable time. The Company shall so convert any records kept in such manner
upon the request of any person entitled to inspect such records pursuant to the
Delaware General Corporation Law.

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                                   ARTICLE X

                     RELIANCE ON BOOKS, REPORTS AND RECORDS

     Each Director, each member of a committee designated by the Board, and each
officer of the Company will, in the performance of his or her duties, be fully
protected in relying in good faith upon the records of the Company and upon such
information, opinions, reports, or statements presented to the Company by any of
the Company's officers or employees, or committees of the Board, or by any other
person or entity as to matters the Director, committee member, or officer
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 Company.

                                   ARTICLE XI

                                 CORPORATE SEAL

     The corporate seal of the Company shall be in circular form and shall
contain the name of the Company. Failure to affix the corporate seal to any
instrument executed on behalf of the Company shall not affect the validity of
such instrument.

                                  ARTICLE XII

                               EMERGENCY BY-LAWS

     The Board may adopt, either before or during an emergency, as that term is
defined by the Delaware General Corporation Law, any emergency by-laws permitted
by the Delaware General Corporation Law which shall be operative only during
such emergency. In the event the Board does not adopt any such emergency
by-laws, the special rules provided in the Delaware General Corporation Law
shall be applicable during an emergency as therein defined.

                                  ARTICLE XIII

                                SECTION HEADINGS

     The headings contained in these By-laws are for reference purposes only and
shall not be construed to be part of and shall not affect in any way the meaning
or interpretation of these By-laws.

                                  ARTICLE XIV

                                   AMENDMENTS

     Except as otherwise provided by law or by the Certificate of Incorporation
or these By-Laws, these By-Laws or any of them may be amended in any respect or
repealed at any time, either (i) at any meeting of stockholders, provided that
any amendment or supplement proposed to be acted upon at any such meeting has
been described or referred to in the notice of such meeting; and provided,
however, that the affirmative vote of at least 80% of the Voting Stock, voting
together as a single class, is required to amend, or repeal, or to adopt any
provision inconsistent with, Article IV, Section 2, relating to the number,
election and terms of office of Directors, or (ii) at any meeting of the Board,
provided that no amendment adopted by the Board may vary or conflict with any
amendment adopted by the stockholders in accordance with the Certificate of
Incorporation and these By-Laws.

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