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                                                                     EXHIBIT 4.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                METALS USA, INC.


                                    ARTICLE I
                                  STOCKHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of the
Corporation shall be held on such date, at such time and at such place, if any,
within or without the State of Delaware as may be designated by the Board of
Directors, for the purpose of' electing directors and for the transaction of
such other business as may be properly brought before the meeting. Such date
shall be within thirteen (13) months subsequent to the latest of the Effective
Time, the last annual meeting of stockholders and the last act by written
consent to elect directors in lieu of an annual meeting of stockholders.

     SECTION 2. SPECIAL MEETINGS. Unless otherwise provided in the Certificate
of Incorporation, special meetings of the stockholders shall be called by the
President or the Secretary upon the order in writing of a majority of the Board
of Directors or stockholders holding together at least a majority of all the
shares of stock of the Corporation entitled to vote at the meeting, and shall be
held at such date, time and place, within or without the State of Delaware, as
may be specified by such order. Such order of the Board of Directors or the
stockholders shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting shall be confined to the purpose(s)
stated in such order and any matters reasonably related to thereto.

     SECTION 3. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

     (a)  ANNUAL MEETINGS OF STOCKHOLDERS.

          (i)    Nominations of persons for election to the Board of Directors
          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, (B) by or at the direction of the
          Board of Directors or (C) by any stockholder who was a stockholder of
          record at the time of giving of notice provided for in this Section,
          who is entitled to vote at the meeting and who complies with the
          notice procedures set forth in this Section.

          (ii)   For nominations or other business to be properly brought before
          an annual meeting by a stockholder pursuant to section 3(a)(i)(C) of
          this Article I, the stockholder must have given timely notice thereof
          in writing to the Secretary of the Corporation and such other business
          must otherwise be a proper matter for stockholder action. To be
          timely, a stockholder's notice shall be delivered to the

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          Secretary at the principal executive offices of the Corporation not
          later than the close of business on the sixtieth (60th) day nor
          earlier than the close of business on the ninetieth (90th) day prior
          to the first (1st) anniversary of the preceding year's annual meeting;
          PROVIDED, HOWEVER, that in the event that the date of the annual
          meeting is more than thirty (30) days before or more than sixty (60)
          days after such anniversary date, notice by the stockholder to be
          timely must be so delivered not earlier than the close of business on
          the ninetieth (90th) day prior to such annual meeting and not later
          than the close of business on the later of the sixtieth (60th) day
          prior to such annual meeting or the tenth (10th) day following the day
          on which public announcement of the date of such meeting is first made
          by the Corporation. In no event shall the public announcement of an
          adjournment of an annual meeting commence a new time period for the
          giving of a stockholder's notice as described above. Such
          stockholder's notice shall 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
                 in an election contest, or is otherwise required, in each case
                 pursuant 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 (1) the name and address of such stockholder, as they
                 appear on the Corporations' books, and of such beneficial owner
                 and (2) the class and number of shares of the Corporation which
                 are owned beneficially and of record by such stockholder and
                 such beneficial owner.

          (iii)  Notwithstanding anything in the second sentence of
          Section 3(a)(ii) of this Article I to the contrary, in the event that
          the number of directors to be elected to the Board of Directors is
          increased and there is no public announcement by the Corporation
          naming all of the nominees for director or specifying the size of the
          increased Board of Directors at least seventy (70) days prior to the
          first (1st) anniversary of the preceding year's annual meeting, a
          stockholder's notice required by this Section shall also be considered
          timely, but only with respect to nominees for any new positions
          created by such increase, if it shall be delivered to the Secretary at
          the principal executive offices of the Corporation not later than

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          the close of business on the tenth (10th) day following the day on
          which such public announcement is first made by the Corporation.

     (b)  SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
     conducted at a special meeting of stockholders as shall have been brought
     before the meeting pursuant to the order of the Board of Directors or
     stockholders under which the special meeting has been called in accordance
     with Section 2 of this Article I. Nominations of persons for election to
     the Board of Directors may be made at a special meeting of stockholders at
     which directors are to be elected pursuant to the order of the Board of
     Directors or stockholders under which the special meeting has been called
     in accordance with Section 2 of this Article I (a) by or at the direction
     of the Board of Directors or (b) by any stockholder who is a stockholder of
     record at the time of giving of notice provided for in this Section 3, who
     shall be entitled to vote at the meeting and who complies with the notice
     procedures set forth in this Section 3. In the event a special meeting of
     stockholders for the purpose of electing one or more directors to the Board
     of Directors has been called under order of the Board of Directors or
     stockholders in accordance with Section 2 of this Article I, any
     stockholder may nominate a person or persons (as the case may be), for
     election to such positions(s) as specified in the Corporation's notice of
     meeting, if the stockholder's notice required by Section 3(a)(ii) of this
     Article I shall be delivered to the Secretary at the principal executive
     offices of the Corporation not earlier than the close of business on the
     ninetieth (90th) day prior to such special meeting and not later than the
     close of business on the later of the sixtieth (60th) day prior to such
     special meeting or the tenth (10th) 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 public announcement of an adjournment of a special
     meeting commence a new time period for the giving of a stockholder's notice
     as described above.

     (c)  GENERAL.

          (i)    Only such persons who are nominated in accordance with the
          procedures set forth in this Section 3 shall be eligible to serve as
          directors and only such business shall be conducted at a meeting of
          stockholders as shall have been brought before the meeting in
          accordance with the procedures set forth in this Section 3. Except as
          otherwise provided by applicable law, the Chairman of the meeting
          shall have the power and duty to determine whether a nomination or any
          business proposed to be brought before the meeting was made or
          proposed, as the case may be, in accordance with the procedures set
          forth in this Section 3 and, if any proposed nomination or business is
          not in compliance with this Section 3, to declare that such defective
          proposal or nomination shall be disregarded.

          (ii)   For purposes of this Section 3, "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.

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          (iii)  Notwithstanding the foregoing provisions of this Section 3, 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 this Section 3. Nothing in this Section 3
          shall be deemed to affect any rights (A) of stockholders to request
          inclusion of proposals in the Corporation's proxy statement pursuant
          to Rule 14a-8 under the Exchange Act; or (B) of the holders of Common
          Stock or any series of Preferred Stock or any outstanding voting
          indebtedness to elect directors under specified circumstances.

     SECTION 4. NOTICE OF MEETINGS. Written notice of all meetings of the
stockholders, stating the place, if any, date and hour of the meeting, the place
within the city or other municipality or community at which the list of
stockholders may be examined, and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting shall be mailed or delivered to each stockholder not less
than 10 nor more than 60 days prior to the meeting. Notice of any special
meeting shall state in general terms the purpose or purposes for which the
meeting is to be held as specified in the order of the Board of Directors or
stockholders pursuant to which the meeting has been called.

     SECTION 5. QUORUM. At any meeting of the stockholders, the holders of a
majority in number of the total outstanding shares of stock of the Corporation
entitled to vote at such meeting, present in person or represented by proxy,
shall constitute a quorum of the stockholders for all purposes. When a quorum is
once present, it is not broken by the subsequent withdrawal of any stockholder.

     SECTION 6. ADJOURNED MEETINGS. Whether or not a quorum shall be present in
person or represented at any meeting of the stockholders, the holders of a
majority in number of the shares of stock of the Corporation present in person
or represented by proxy and entitled to vote at such meeting shall have the
power to adjourn the meeting from time to time until a quorum shall be present
or represented. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if at the meeting at which the
adjournment is taken the time, place, if any, thereof and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting are announced. At such
reconvened meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty 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 adjourned meeting.

     SECTION 7. ORGANIZATION. Each annual and special meeting of stockholders
shall be presided over by a chairman, who shall have the exclusive authority to,
among other things, determine (a) whether business and nominations have been
properly brought before such meetings, and (b) the order in which business and
nominations properly brought before such meeting shall be considered. The
chairman of each annual and special meeting shall be the Chairman of the Board
or, in the absence (or inability or refusal to act) of the Chairman of the
Board, the President or, in the absence (or inability or refusal to act) of the
President, such other person as shall be appointed by resolution approved by the
majority of the Board of Directors.

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     The Secretary of the Corporation shall act as Secretary of all meetings of
the stockholders; but in the absence of the Secretary, the Chairman may appoint
any person to act as Secretary of the meeting. It shall be the duty of the
Secretary to prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such 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, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held, for the ten (10) days
next preceding the meeting, to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, and shall be
produced and kept at the time and place of the meeting during the whole time
thereof and subject to the inspection of any stockholder who may be present.
Failure to comply with the requirements of this Section 7 shall not affect the
validity of any action taken at said meeting. In the event a meeting of
stockholders is to be held solely by means of remote communication as permitted
by Section 11 of this Article I, the list of stockholders shall be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably acceptable electronic network, and the information required to access
such list shall be provided to stockholders together with the notice of meeting.

     The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this Section 7 or the
books of the Corporation or to vote in person or by proxy at any meeting of
stockholders.

     SECTION 8. VOTING. Except as otherwise provided in the Certificate of
Incorporation or these Bylaws, each stockholder shall be entitled to one vote
for each share of the capital stock of the Corporation registered in the name of
such stockholder upon the books of the Corporation on the applicable record
dated fixed pursuant to these Bylaws. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting, or a stockholder's duly authorized attorney-in-fact,
may vote in person or authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. Each proxy
shall be in writing, executed by the stockholder giving the proxy or by such
stockholder's duly authorized attorney, or electronically transmitted to the
proxyholder in a manner such that it can be determined that the transmission was
authorized by the stockholder. Unless and until voted, every proxy shall be
revocable at the pleasure of the person who executed it, or such person's legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given.

     At all elections of directors, the voting may but not need be by ballot.
When directed by the presiding officer or upon the demand of any stockholder,
the vote upon any other matter before a meeting of stockholders shall be by
ballot. The voting by stockholders or proxyholders at any meeting conducted by
remote communication may be effected by a ballot submitted by electronic
transmission provided that any such electronic transmission sets forth or is
submitted with information from which it can be determined that the electronic
transmission was authorized by the stockholder or proxyholder.

     Except as otherwise provided by law or by the Certificate of Incorporation,
at all meetings of stockholders at which a quorum is present, (i) directors
shall be elected by a plurality

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of the votes cast by the stockholders entitled to vote in the election present
in person or by proxy and (ii) all other matters shall be decided by a majority
of the votes cast by the stockholders entitled to vote thereon present in person
or by proxy.

     Shares of the capital stock of the Corporation belonging to the Corporation
or to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.

     SECTION 9. INSPECTORS. When required by law or directed by the presiding
officer or upon the demand of any stockholder entitled to vote, but not
otherwise, the polls shall be opened and closed, the proxies and ballots shall
be received and taken in charge, and all questions touching the qualification of
voters, the validity of proxies and the acceptance or rejection of votes shall
be decided at any meeting of the stockholders by two or more inspectors who may
be appointed by the Board of Directors before the meeting, or if not so
appointed, shall be appointed by the presiding officer at the meeting. If any
person so appointed fails to appear or act, the vacancy may be filled by
appointment in like manner.

     SECTION 10. ACTION WITHOUT MEETING. Unless otherwise provided in the
Certificate of Incorporation, any action permitted or required by law, the
Certificate of Incorporation or these Bylaws to be taken at a meeting of
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by or on behalf of the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in the state of incorporation, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

     Every written consent shall bear the date of signature of the person who
signs the consent, and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated consent delivered in the manner required by this Section to the
Corporation, written consents signed by or on behalf of a sufficient number of
holders to take action are delivered to the Corporation by delivery to its
registered office in the state of incorporation, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

     Any written consent may be delivered by a form of electronic transmission,
and such transmission shall be deemed signed and dated for purposes hereof if
such transmission sets forth or is delivered with information from which the
Company can determine that same was transmitted by or on behalf of a stockholder
and the date that the same was transmitted. No consent by electronic
transmission shall be deemed to have been delivered unless such consent is
reproduced in paper form and delivered to the Company as aforesaid.

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     Prompt notice of the taking of corporation action without a meeting by less
than a unanimous written consent shall be given by the Secretary to those
stockholders who have not consented in writing.

     SECTION 11. REMOTE MEETINGS. If authorized by the Board of Directors in its
sole discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication:

     (A)  participate in a meeting of stockholders; and

     (B)  be deemed present in person and vote at a meeting of stockholders
          whether such meeting is to be held at a designated place or solely by
          means of remote communication, provided that (i) the Corporation 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, (ii) the Corporation
          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 (iii) 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 Corporation.

     In the case of any annual meeting of stockholders or any special meeting of
stockholders called upon order of the Board of Directors, the Board of Directors
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 communications as
authorized by this Section 11.

                                   ARTICLE II
                               BOARD OF DIRECTORS

     SECTION 1. NUMBER AND TERM OF OFFICE. The business, property and affairs of
the Corporation shall be managed by or under the direction of a Board of
Directors. No director need be a stockholder of the Corporation, a citizen of
the United States, or a resident of the State of Delaware. The number of
directors constituting the entire Board of Directors shall be (i) until the
first annual meeting of stockholders after the Effective Time, six (which number
shall be increased to seven upon the Board of Directors determining to increase
the size of the Board of Directors to seven and initially to fill the newly
created directorship created pursuant to this clause with a person who is an
officer of the Corporation (other than the Chairman of the Board) at the time
such newly created directorship is so filled, which determination the Board of
Directors shall make no later than the date six months after the Effective
Date); and (ii) from and after such first annual meeting, seven or such greater
number as fixed from time to time by resolution passed by a majority of the
directors. The directors shall, except as hereinafter otherwise provided for
filling vacancies or any newly created directorships or as otherwise provided in
the Certificate of Incorporation, be elected at the annual meeting of
stockholders. Directors who are elected by stockholders at an annual meeting of
stockholders and directors

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who are elected in the interim to fill vacancies or newly created directorships
shall hold office until the next annual meeting of stockholders and until their
respective successors are elected and qualified or until their earlier
resignation or removal. The use of the phrase "entire Board" herein refers to
the total number of directors which the Corporation would have if there were no
vacancies.

     SECTION 2. REMOVAL, VACANCIES AND ADDITIONAL DIRECTORS. Except as otherwise
provided in the Certificate of Incorporation, the holders of a majority of the
shares of stock outstanding and entitled to vote for the election of directors
may remove any director, with or without cause. Except as otherwise provided in
the Certificate of Incorporation, vacancies caused by any such removal or by the
death or resignation of any director or for any other reason, and any newly
created directorship resulting from any increase in the authorized number of
directors, may be filled by the affirmative vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, or
at a special meeting of the stockholders by the holders of shares entitled to
vote for the election of directors. The Board of Directors shall be authorized
to elect a person initially to fill a newly created directorship created
pursuant to clause (i) the third sentence of Section 1 of this Article II only
if such person is an officer of the Corporation (other than the Chairman of the
Board) at the time of such election.

     If there are no directors in office, then an election of directors may be
held in the manner provided by law. If, at the time of filling any vacancy or
any newly-created directorship, the directors then in office shall constitute
less than a majority of the whole Board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent of the total number of the shares
at the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly-created
directorships, or to replace the directors chosen by the directors then in
office as aforesaid, such election to be governed by Section 211 of the General
Corporation Law of the State of Delaware as far as applicable. No decrease in
the size of the Board shall serve to shorten the term of an incumbent director.

     When one or more directors shall resign effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in connection with the
filling of other vacancies.

     SECTION 3. PLACE OF MEETING. The Board of Directors may hold its meetings
in any place or places in the State of Delaware or outside the State of
Delaware.

     SECTION 4. ANNUAL MEETING. Following the annual meeting of stockholders,
the newly elected Board of Directors shall meet for the purpose of the election
of officers and the transaction of such other business as may properly come
before the meeting. Such meeting may be held without notice immediately after
the annual meeting of stockholders at the same place at which such stockholders'
meeting is held or, if such annual meeting of stockholders is to be held solely
by means of remote communication as permitted by Section 11 of Article I, at the
principal place of business of the Corporation.

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     SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors from time to
time by resolution shall determine. No notice shall be required for any regular
meeting of the Board of Directors held at times and places fixed by resolution
of the Board of Directors; but the Corporation shall notify each director of the
adoption of every resolution fixing or changing the time or place of regular
meetings at least five (5) days before the first meeting held pursuant thereto.

     SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by order of the Chairman of the Board or the
President or by a majority of the directors or the sole director, as the case
may be, then in office and shall be held at such date, time and place as may be
specified by such order.

     Notice of the day, time and place of each special meeting shall be given to
each director by the President or the Secretary at least two (2) days before the
meeting if by a recognized express delivery service or at least 24 hours before
the meeting if delivered personally or by telephone, facsimile or electronic
transmission. Unless otherwise indicated in the notice thereof, any and all
business that may be transacted at a regular meeting may be transacted at any
special meeting. Except as may be otherwise expressly provided by law, the
Certificate of Incorporation, or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in the
notice or waiver of notice of such meeting.

     SECTION 7. QUORUM. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. The vote of the majority of
the directors present at any meeting of the Board of Directors at which a quorum
is present shall be the act of the Board of Directors. If at any meeting of the
Board of Directors there is less than a quorum present, a majority of those
present may adjourn the meeting from time to time to another time and place
without notice.

     SECTION 8. ORGANIZATION. The Chairman of the Board or, in the absence (or
inability or refusal to act) of the Chairman of the Board, the President shall
preside at all meetings of the Board of Directors. In the absence (or inability
or refusal to act) of the Chairman of the Board and the President, a chairman
shall be elected from the directors present. The Secretary of the Corporation
shall act as secretary of all meetings of the directors; but in the absence of
the Secretary, the Chairman of the Board may appoint any person to act as
secretary of the meeting.

     SECTION 9. ATTENDANCE VIA COMMUNICATIONS EQUIPMENT. Unless otherwise
restricted by applicable law, the Certificate of Incorporation or these Bylaws,
members of the Board of Directors or any committee thereof may hold a meeting by
means of telephone conference or other method of remote communications by means
of which all persons participating in the meeting can effectively communicate
with each other. Such participation in a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

     SECTION 10. CONSENT OF DIRECTORS OR COMMITTEE IN LIEU OF MEETING. Unless
otherwise restricted by the Certificate of Incorporation or by these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken

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without a meeting if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing or by electronic transmission and the
writing or writings or the electronic transmission or transmissions are filed
with the minutes of proceedings of the Board of Directors or committee, as the
case may be. Such filing 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 11. COMPENSATION OF DIRECTORS. Directors shall be paid their
reasonable and necessary expenses, if any, of attendance at each meeting of the
Board of Directors or any committee thereof and, as and to the extent authorized
by the Board of Directors, a fixed sum for attendance at each meeting of the
Board of Directors or any committee thereof and a stated fee as director. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of standing or other
committees of the Board of Directors may be allowed like compensation for
attending committee meetings.

                                   ARTICLE III
                             COMMITTEES OF DIRECTORS

     SECTION 1. ESTABLISHMENT. The Board of Directors may from time to time by
resolution establish, name or dissolve one or more committees, each committee to
consist of one or more of the directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required. There shall exist the following standing committees, which committees
shall have and may exercise the following powers and authority:

     (a)  AUDIT COMMITTEE. The Audit Committee shall from time to time, but no
     less than two times per year, meet to review and monitor the financial and
     cost accounting practices and procedures of the Corporation and all of its
     subsidiaries and to report its findings and recommendations to the Board of
     Directors for final action. The Audit Committee shall not be empowered to
     approve any corporate action of whatever kind or nature, and the
     recommendations of the Audit Committee shall not be binding on the Board of
     Directors, except when, pursuant to the provisions of Section 2 of this
     Article III, such power and authority have been specifically delegated to
     such committee by the Board of Directors by resolution. In addition to the
     foregoing, the specific duties of the Audit Committee shall be determined
     by the Board of Directors by resolution.

     (b)  COMPENSATION COMMITTEE. The Compensation Committee shall from time to
     time meet to review the various compensation plans, policies and practices
     of the Corporation and all of its subsidiaries and to report its findings
     and recommendations to the Board of Directors for final action. The
     Compensation Committee shall not be empowered to approve any corporate
     action of whatever kind or nature, and the recommendations of the
     Compensation Committee shall not be binding on the Board of Directors,
     except when, pursuant to the provisions of Section 2 of this Article III,
     such power and authority have been specifically delegated to such committee
     by the Board of Directors by resolution. In addition to the foregoing, the
     specific duties of the Compensation Committee shall be determined by the
     Board of Directors by resolution.

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     SECTION 2. AVAILABLE POWERS. Any committee established pursuant to
Section 1 of this Article III, including the Audit Committee and the
Compensation Committee, but only to the extent provided in the resolution of the
Board of Directors establishing such committee or otherwise delegating specific
power and authority to such committee and as limited by law, the Certificate of
Incorporation, and these Bylaws, shall have and may exercise all of the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers that may require it. Without limiting the foregoing, such
committee may, but only to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Section 151(a) of the General Corporation Law of the
State of Delaware, fix any of the preferences or rights of such shares relating
to dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation.

     SECTION 3. UNAVAILABLE POWERS. No committee of the Board of Directors shall
have the power or authority to (1) approve or adopt, or recommend to the
stockholders, any action or matter expressly required by the General Corporation
Law of the State of Delaware to be submitted to stockholders for approval or (2)
adopt, amend or repeal any provision of these Bylaws.

     SECTION 4. ALTERNATE MEMBERS. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee.

     SECTION 5. PROCEDURES. Time, place, and notice, if any, of meetings of a
committee shall be determined by such committee. At meetings of a committee, a
majority of the number of members designated by the Board of Directors shall
constitute a quorum for the transaction of business. The act of a majority of
the members present at any meeting at which a quorum is present shall be the act
of the committee, except as otherwise specifically provided by law, the
Certificate of Incorporation or these Bylaws. If a quorum is not present at a
meeting of a committee, the members present may adjourn the meeting from time to
time, without notice other than an announcement at the meeting, until a quorum
is present.

     SECTION 6. TERM; TERMINATION. In the event any person shall cease to be a
director of the Corporation, such person shall simultaneously therewith cease to
be a member of any committee appointed by the Board of Directors.

                                   ARTICLE IV
                                    OFFICERS

     SECTION 1. OFFICERS. The Board of Directors shall elect the officers of the
Corporation, which shall include a President, one or more Vice Presidents (any
one or more of whom may be given an additional designation of rank or function),
a Secretary and a Treasurer, and such additional officers, if any, as shall be
elected by the Board of Directors pursuant to the provisions of Section 7 of
this Article IV. The Board of Directors shall elect officers at its first
meeting after the Effective Time and after each annual meeting of the
stockholders thereafter.

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<Page>

The failure to hold such election shall not of itself terminate the term of
office of any officer. Any officer may resign at any time upon written notice to
the Corporation. Officers may, but need not, be a stockholder or, except in the
case of the Chairman of the Board, a director. Any number of offices may be held
by the same person.

     All officers, agents and employees shall be subject to removal, with or
without cause, at any time by the Board of Directors. The removal of an officer
without cause shall be without prejudice to such officer's contract rights, if
any. The election or appointment of an officer shall not of itself create
contract rights. All agents and employees other than officers elected by the
Board of Directors shall also be subject to removal, with or without cause, at
any time by the officers appointing them.

     Any vacancy caused by the death, resignation, or removal of any officer or
otherwise shall be filled by the Board of Directors.

     In addition to the powers and duties of the officers of the Corporation as
set forth in these Bylaws, the officers shall have such authority and shall
perform such duties as from time to time may be provided by law or the
Certificate of Incorporation or as may be assigned by the Board of Directors or
the President.

     SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of
the Board shall preside when present at all meetings of the stockholders and at
all meetings of the Board of Directors. The Chairman of the Board shall advise
and counsel the President and other officers and shall have such other powers
and perform such other duties as may from time to time be assigned to the
Chairman of the Board by these Bylaws or by the Board of Directors. The Chairman
of the Board may execute bonds, mortgages, and other contracts requiring a seal
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. The Chairman of the Board may delegate all
or any of the powers or duties of the Chairman of the Board to the President, if
and to the extent deemed by the Chairman of the Board to be desirable or
appropriate.

     SECTION 3. POWERS AND DUTIES OF THE PRESIDENT. The President shall be the
chief executive officer of the Corporation and, subject to the control of the
Board of Directors, shall have general and active management of the business and
affairs, and general charge and control of the operations, of the Corporation
and shall have all powers and shall perform all duties incident to the office of
President. In the absence of the Chairman of the Board or in the event of the
inability or refusal to act of the Chairman of the Board, the President shall
preside at all meetings of the stockholders and at all meetings of the Board of
Directors and perform all other duties and exercise all other powers of the
Chairman of the Board. The President shall have such other powers and perform
such other duties as may from time to time be assigned to the President by these
Bylaws or by the Board of Directors.

     SECTION 4. POWERS AND DUTIES OF THE VICE PRESIDENTS. In the absence of the
President or in the event of the President's inability or refusal to act, except
as otherwise expressly provided in these Bylaws, the Vice President (or in the
event there be more than one Vice

                                       12
<Page>

President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election or appointment) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Each Vice President shall have all such other powers and shall
perform all such other duties incident to the office of Vice President and shall
have such other powers and perform such other duties as may from time to time be
assigned to such Vice President by these Bylaws or by the Board of Directors or
the President.

     SECTION 5. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall have the
duty to record the proceedings of all meetings of the Board of Directors and all
meetings of the stockholders in books to be kept for that purpose; the Secretary
shall attend to the giving or serving of all notices of the Corporation; the
Secretary shall have custody of the corporate seal of the Corporation and shall
affix the same to such documents and other papers as the Board of Directors or
the President shall authorize and direct; the Secretary shall have charge of the
stock certificate books, transfer books and stock ledgers and such other books
and papers as the Board of Directors or the President shall direct, all of which
shall at all reasonable times be open to the examination of any director, upon
application, at the office of the Corporation during business hours; and
whenever required by the Board of Directors or the President shall render
statements of such accounts; and the Secretary shall have all powers and shall
perform all duties incident to the office of Secretary and shall also have such
other powers and shall perform such other duties as may from time to time be
assigned to the Secretary by these Bylaws or by the Board of Directors or the
President.

     SECTION 6. POWERS AND DUTIES OF THE TREASURER. Unless the Board of
Directors by resolution otherwise provides, the Treasurer shall be the chief
accounting and financial officer of the Corporation. The Treasurer shall have
custody of, and when proper shall pay out, disburse or otherwise dispose of, all
funds and securities of the Corporation which may have come into the hands of
the Treasurer; the Treasurer may endorse on behalf of the Corporation for
collection checks, notes and other obligations and shall deposit the same to the
credit of the Corporation in such bank or banks or depositary or depositaries as
the Board of Directors may designate; the Treasurer shall sign all receipts and
vouchers for payments made to the Corporation; the Treasurer shall enter or
cause to be entered regularly in the books of the Corporation kept for the
purpose full and accurate accounts of all moneys received or paid or otherwise
disposed of by the Treasurer and whenever required by the Board of Directors or
the President shall render statements of such accounts; the Treasurer shall, at
all reasonable times, exhibit the Treasurer's books and accounts to any director
of the Corporation upon application at the office of the Corporation during
business hours; and Treasurer shall have all powers and the Treasurer shall
perform all duties incident to the office of the Treasurer and shall also have
such other powers and shall perform such other duties as may from time to time
be assigned to the Treasurer by these Bylaws or by the Board of Directors or the
President.

     SECTION 7. ADDITIONAL OFFICERS. The Board of Directors may from time to
time elect such other officers, including a Controller, Assistant Treasurers,
Assistant Secretaries and Assistant Controllers, as the Board of Directors may
deem advisable and such officers shall have such authority and shall perform
such duties as may from time to time be assigned to them by the Board of
Directors or the President.

                                       13
<Page>

     The Board of Directors may from time to time by resolution delegate to any
Assistant Treasurer or Assistant Treasurers any of the powers or duties herein
assigned to the Treasurer; and may similarly delegate to any Assistant Secretary
or Assistant Secretaries any of the powers or duties assigned to the Secretary.

     The Board of Directors may delegate the power to appoint such other
officers, assistant officers, and agents, and may also remove such officers and
agents or delegate the power to remove same, as it shall from time to time deem
necessary.

     SECTION 8. SURETY BONDS. Such officers and agents of the Corporation (if
any) as the President or the Board of Directors may direct, from time to time,
shall be bonded for the faithful performance of their duties and for the
restoration to the Corporation, in case of their death, resignation, retirement,
disqualification or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in their possession or under their control
belonging to the Corporation, in such amounts and by such surety companies as
President or the Board of Directors may determine. The premiums on such bonds
shall be paid by the Corporation and the bonds so furnished shall be in the
custody of the Secretary.

     SECTION 9. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS. The
President, any Vice President, or the Secretary from time to time may, or may
appoint an attorney or attorneys or an agent or agents for the Corporation to,
in the name and on behalf of the Corporation, attend meetings or vote or consent
in respect of, or otherwise exercise the powers and rights that the Corporation
may have as the holder of, stock or other securities in any other corporation or
other entity held by the Corporation, and the President, any Vice President, or
the Secretary may instruct any person or persons so appointed as to the manner
of exercising such powers and rights; and the President, any Vice President or
the Secretary may execute or cause to be executed, in the name and on behalf of
the Corporation and under its corporate seal or otherwise, all such written
proxies, powers of attorney, consents or other instruments as such officer may
deem necessary or proper in order that the Corporation may exercise such powers
and rights.

     SECTION 10. COMPENSATION OF OFFICERS. The officers of the Corporation shall
be entitled to receive such compensation for their services as shall from time
to time be determined by the Board of Directors.

     SECTION 11. TERM OF OFFICE. All officers shall serve until their successors
are duly elected and qualified or until their earlier death, resignation, or
removal from office.

                                    ARTICLE V
                                 INDEMNIFICATION

     SECTION 1. GENERAL. Subject to Section 4 of this Article V, the Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that the person is
or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another

                                       14
<Page>

corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person 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 no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement or 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 the person reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, have reasonable cause to believe that the
person's conduct was unlawful.

     SECTION 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. Subject to
Section 4 of this Article V, the Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, or trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the 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 Court of Chancery or such other court shall deem proper.

     SECTION 3. INDEMNIFICATION AGAINST EXPENSES. To the extent that a present
or former director or 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 1 and Section 2 of this Article V, or in
defense of any claim, issue, or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

     SECTION 4. BOARD DETERMINATIONS; LIMITATION ON INDEMNIFICATION. Any
indemnification under Section 1 and Section 2 of this Article V (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in Section 1 and
Section 2 of this Article V. Such determination shall be made (1) by a majority
vote of the directors who were not parties to such action, suit or proceeding,
even though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
or (3) if there are no such disinterested directors or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
stockholders. Notwithstanding anything contained in this Article V to the
contrary, except for proceedings to

                                       15
<Page>

enforce rights to indemnification, the Corporation shall not be obligated to
indemnify any person (or such person's heirs, executors, or representatives) in
connection with any action, suit, or proceeding (or part thereof) initiated by
such person unless such action, suit, or proceeding was authorized or consented
to by the Board of Directors.

     SECTION 5. ADVANCEMENT OF EXPENSES. Expenses (including attorneys' fees)
incurred by an officer, director, employee or agent in defending a civil or
criminal action, suit or proceeding may 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 director, officer, employee or agent to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized by law or in this
Article V.

     SECTION 6. NONEXCLUSIVE. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article V shall not be deemed
exclusive of any other rights to which any director, officer, employee, or agent
of the Corporation seeking indemnification or advancement of expenses may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee, or agent of the Corporation and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.

     SECTION 7. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of applicable statutes, the Certificate of Incorporation,
or this Article V.

     SECTION 8. CERTAIN DEFINITIONS. For purposes of this Article V, (a)
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under the
provisions of this Article V with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued; (b) references to "other
enterprises" shall include employee benefit plans; (c) references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; (d) references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee, or agent of the
Corporation that imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and (e) a person who acted in good faith and in
a manner such person

                                       16
<Page>

reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
V.

     SECTION 9. CHANGE IN GOVERNING LAW; EFFECT OF AMENDMENT OR REPEAL OF THIS
ARTICLE. In the event of any amendment or addition to Section 145 of the General
Corporation Law of the State of Delaware or the addition of any other section to
such law that limits indemnification rights thereunder, the Corporation shall,
to the extent then permitted by the General Corporation Law of the State of
Delaware, indemnify to the fullest extent authorized or permitted hereunder, any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (including an action by or in the
right of the Corporation), by reason of the fact that such person is or was a
director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit, or proceeding. Any amendment or repeal of this Article V
shall not adversely affect any rights to indemnification of a director or
officer of the Corporation existing at the time of such amendment or repeal with
respect to any acts or omissions occurring prior to such amendment or repeal.

                                   ARTICLE VI
                             STOCK-SEAL-FISCAL YEAR

     SECTION 1. CERTIFICATES FOR SHARES OF STOCK. Every holder of shares of the
capital stock of the Corporation, unless and to the extent the Board by
resolution provides that any or all classes or series of stock shall be
uncertificated, shall be entitled to have a certificate that certifies the
number of shares owned by such holder. The certificates for shares of stock of
the Corporation shall be in such form, not inconsistent with the Certificate of
Incorporation, as shall be approved by the Board of Directors. All certificates
shall be signed by the Chairman of the Board, the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and shall not be valid unless so signed. Any and all signatures on
any such certificate may be facsimiles.

     In case any officer or officers, transfer agent or registrar who shall have
signed any such certificate or certificates shall cease to be such officer or
officers, transfer agent or registrar of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates had not ceased to be such officer or officers,
transfer agent or registrar of the Corporation at such time of delivery.

     All certificates for shares of stock shall be consecutively numbered as the
same are issued. The Secretary or such other person designated by the Board of
Directors shall maintain as part of the books of the Corporation a stock ledger
in which the name of each person owning

                                       17
<Page>

any shares of capital stock of the Corporation, whether or not represented by
certificates, the number and class of such shares and the date of issue thereof
shall be entered.

     Except as hereinafter provided, all certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificates shall be
issued until former certificates for the same number of shares have been
surrendered and canceled.

     If the Corporation shall be authorized to issue more than one class of
capital stock or more than one series of any class, a statement of the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall, unless the
Board of Directors shall by resolution provide that such class or series of
stock shall be uncertificated, be set forth in full or summarized on the face or
back of any certificate that the Corporation shall issue to represent such class
or series of stock; PROVIDED, HOWEVER, that, to the extent allowed by law, in
lieu of such statement, the face or back of such certificate may state that the
Corporation will furnish a copy of such statement without charge to each
requesting stockholder.

     SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. Whenever a person owning
a certificate for shares of stock of the Corporation alleges that it has been
lost, stolen or destroyed, such person shall file in the office of the
Corporation an affidavit setting forth, to the best of such person's knowledge
and belief, the time, place and circumstances of the loss, theft or destruction,
and, if required by the Board of Directors, the President or the Secretary, a
bond of indemnity or other indemnification sufficient in the opinion of the
Board of Directors, the President or the Secretary to indemnify the Corporation
and its agents against any claim that may be made against it or them on account
of the alleged loss, theft or destruction of any such certificate or the
issuance of a new certificate in replacement therefor. Thereupon the Corporation
may cause to be issued to such person a new certificate in replacement for the
certificate alleged to have been lost, stolen or destroyed. Upon the stub of
every new certificate so issued shall be noted the fact of such issue and the
number, date and the name of the registered owner of the lost, stolen or
destroyed certificate in lieu of which the new certificate is issued.

     SECTION 3. TRANSFER OF SHARES. Shares of stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof, in person or
by such holder's attorney duly authorized in writing, upon surrender and
cancellation of certificates for the number of shares of stock to be
transferred.

     SECTION 4. FRACTIONAL SHARES. The Corporation may, but shall not be
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer from
over the manual or facsimile signature of an offer of the Corporation or of its
agent, exchangeable as therein provided for full shares, but such scrip shall
not entitle the holder to any rights of a stockholder except as therein
provided.

                                       18
<Page>

     SECTION 5. REGULATIONS. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates for shares of stock of the
Corporation.

     SECTION 6. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix, in advance, a record
date, which shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days prior to any such action. If no
record date is fixed by the Board of Directors, 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 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. 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 of Directors may
fix a new record date for the adjourned meeting.

     In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is otherwise
required, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior action.

     In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled 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 fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     SECTION 7. DIVIDENDS. Dividends on the capital stock of the Corporation,
paid in cash, property, or securities of the Corporation and as may be limited
by applicable law and applicable provisions of the Certificate of Incorporation
(if any), may be declared by the Board of Directors

                                       19
<Page>

in its discretion, and it shall not be required at any time, against such
discretion, to divide or pay any part of such funds among or to the stockholders
as dividends or otherwise.

     Subject to the provisions of the Certificate of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine. If the date fixed for
the payment of any dividend shall in any year fall upon a legal holiday, then
the dividend payable on such date shall be paid on the next day not a legal
holiday.

     Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, determines proper as a
reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall determine to be in the best interest of
the Corporation; and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.

     SECTION 8. ISSUANCE AND PAYMENT. Subject to the provisions of law, the
Certificate of Incorporation or these Bylaws, shares may be issued for such
consideration and to such persons as the Board of Directors may determine from
time to time. Shares may not be issued until the full amount of the
consideration has been paid, unless upon the face or back of each certificate
issued to represent any partly paid shares of capital stock there shall have
been set forth the total amount of the consideration to be paid therefor and the
amount paid thereon up to and including the time said certificate is issued.

     SECTION 9. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, vote and be held liable for calls and
assessments 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 person other than such
registered owner, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

     SECTION 10. CORPORATE SEAL. The Board of Directors shall provide a suitable
seal, containing the name of the Corporation, which seal shall be kept in the
custody of the Secretary. A duplicate of the seal may be kept and be used by any
officer of the Corporation designated by the Board of Directors or the
President. The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or otherwise reproduced.

     SECTION 11. FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year or such other fiscal year as the Board of Directors from time to
time by resolution shall determine.

                                   ARTICLE VII
                                   AMENDMENTS

     The Board of Directors shall have the power to adopt, amend and repeal from
time to time Bylaws of the Corporation, subject to the right of the stockholders
entitled to vote with respect thereto to amend or repeal such Bylaws and to
adopt new Bylaws as adopted or amended

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by the Board of Directors; and the stockholders may prescribe that any Bylaws
made by them shall not be altered, amended or repealed by the Board of
Directors.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

     SECTION 1. BANK ACCOUNTS, CHECKS, NOTES, ETC. In addition to such bank
accounts as may be authorized by the Board of Directors, the Treasurer or any
person designated by the Treasurer, whether or not an employee of the
Corporation, may authorize such bank accounts to be opened or maintained in the
name and on behalf of the Corporation as the Treasurer may deem necessary or
appropriate.

     All checks, drafts, bills of exchange, acceptances, notes or other
obligations or orders for the payment of money by the Corporation shall be
signed and, if so required by the Board of Directors, countersigned by the
Treasurer or such other officers of the Corporation or other persons as the
Board of Directors from time to time shall designate.

     Checks, drafts, bills of exchange, acceptances, notes, obligations and
orders for the payment of money made payable to the Corporation may be endorsed
for deposit to the credit of the Corporation with a duly authorized depository
by the Treasurer or such other officers or persons as the Board of Directors
from time to time may designate.

     SECTION 2. LOANS. No loans and no renewals of any loans shall be contracted
on behalf of the Corporation except as authorized by the Board of Directors and
permitted under applicable law. When authorized so to do, any officer or agent
of the Corporation may effect loans and advances for the Corporation from any
bank, trust company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation.
When authorized so to do, any officer or agent of the Corporation may pledge,
hypothecate or transfer, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, any and all stocks,
securities and other personal property at any time held by the Corporation, and
to that end may endorse, assign and deliver the same. Such authority may be
general or confined to specific instances.

     SECTION 3. CONTRACTS. Except as otherwise provided in these Bylaws or by
law or as otherwise directed by the Board of Directors, the President or any
Vice President shall be authorized to execute and deliver, in the name and on
behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages,
and other instruments, either for the Corporation's own account or in a
fiduciary or other capacity, and the seal of the Corporation, if appropriate,
shall be affixed thereto by any of such officers or the Secretary or an
Assistant Secretary. The Board of Directors, the President or any Vice President
designated by the Board of Directors or the President may authorize any other
officer, employee or agent to execute and deliver, in the name and on behalf of
the Corporation, agreements, bonds, contracts, deeds, mortgages, and other
instruments, either for the Corporation's own account or in a fiduciary or other
capacity, and, if appropriate, to affix the seal of the Corporation thereto. The
grant of such authority by the Board of Directors or any such officer may be
general or confined to specific instances.

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     SECTION 4. MEANS OF GIVING NOTICE. Whenever under applicable law, the
Certificate of Incorporation or these Bylaws notice is required to be given to
any director or stockholder, such notice may be given in writing and delivered
personally, by a recognized express delivery service (such as Federal Express)
or (subject, in the case of notices to stockholders, as specified below) by
means of facsimile transmission or other form of electronic transmission or,
solely in the case of notices to stockholders, through the United States mail,
in any such case addressed to such director or stockholder at such director or
stockholder's address or facsimile transmission or electronic mail address, as
the case may be, appearing on the records of the Corporation, with postage and
fees thereon prepaid if required. Such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail or with an
express delivery service or when transmitted, as the case may be. Notice of any
meeting of the Board of Directors may also be given to a director by telephone
and shall be deemed given in such circumstances when actually received by the
director. Any notice given to any stockholder shall be effective if given by a
form of electronic transmission consented to by the stockholder to whom the
notice is given, to the extent permitted by, and subject to the conditions set
forth in, Section 232 of the General Corporation Law of the State of Delaware.

     SECTION 5. WAIVERS OF NOTICE. Whenever any notice whatever is required to
be given by law, by the Certificate of Incorporation or by these Bylaws to any
person or persons, a waiver thereof in writing, signed by the person or persons
entitled to the notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto. All such waivers shall be filed with the corporate
records. Attendance at a meeting shall constitute a waiver of notice of such
meeting, except where a person attends for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called or convened.

     SECTION 6. OFFICES OUTSIDE OF DELAWARE. Except as otherwise required by the
laws of the State of Delaware, the Corporation may have an office or offices and
keep its books, documents and papers outside of the State of Delaware at such
place or places as from time to time may be determined by the Board of Directors
or the President.

     SECTION 7. REPORTS TO STOCKHOLDERS. The Board of Directors shall present at
each annual meeting of stockholders, and at any special meeting of stockholders
when called for by vote of the stockholders, a statement of the business and
condition of the Corporation.

     SECTION 8. BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of the stockholders and the Board of Directors and committees thereof and shall
keep at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its stockholders, giving the
names and addresses of all stockholders and the number and class of the shares
held by each.

     SECTION 9. RESIGNATION. Any director, committee member, officer, or agent
may resign by delivering notice in writing or by electronic transmission to the
Chairman of the Board, the President or the Secretary. The resignation shall
take effect at the time specified therein (which shall be no earlier than the
time of such delivery) or immediately if no time is specified.

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Unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     SECTION 10. RATIFICATION. Any transaction, questioned in any law suit on
the ground of lack of authority, defective or irregular execution, adverse
interest of director, officer or stockholder, non-disclosure, miscomputation, or
the application of improper principles or practices of accounting, may be
ratified before or after judgment, by the Board of Directors or by the
stockholders, and if so ratified shall have the same force and effect as if the
questioned transaction had been originally duly authorized. Such ratification
shall be binding upon the Corporation and its stockholders and shall constitute
a bar to any claim or execution of any judgment in respect of such questioned
transaction.

     SECTION 11. DEFINED TERMS. All capitalized terms used herein but not
defined herein shall have the meanings assigned to such terms in the Certificate
of Incorporation.

     Effective as of 9:00 a.m. C.S.T., on October 31, 2002.


/s/ John Hageman
Secretary

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