<PAGE>

                                                                     EXHIBIT 3.2

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                              DYNATECH CORPORATION
                            (a Delaware corporation)

                                    BY-LAWS

                        As adopted on September 8, 1999

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<PAGE>

                              DYNATECH CORPORATION
                            (a Delaware corporation)

                                    BY-LAWS

                        As adopted on September 8, 1999
<PAGE>

                              DYNATECH CORPORATION
                            (a Delaware corporation)

                                    BY-LAWS

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I STOCKHOLDERS.....................................................   1

  Section 1.1 Annual Meetings..............................................   1
  Section 1.2 Special Meetings.............................................   1
  Section 1.3 Notice of Meetings; Waiver...................................   1
  Section 1.4 Quorum.......................................................   2
  Section 1.5 Voting.......................................................   2
  Section 1.6 Voting by Ballot.............................................   2
  Section 1.7 Adjournment..................................................   2
  Section 1.8 Proxies......................................................   3
  Section 1.9 Organization; Procedure......................................   3
  Section 1.10 Consent of Stockholders in Lieu of Meeting..................   4
  Section 1.11 Notice of Stockholder Business and Nominations..............   4

ARTICLE II BOARD OF DIRECTORS..............................................   7

  Section 2.1 General Powers...............................................   7
  Section 2.2 Number.......................................................   7
  Section 2.3 Election of Directors and Term of Office.....................   7
  Section 2.4 Annual and Regular Meetings..................................   8
  Section 2.5 Special Meetings; Notice.....................................   8
  Section 2.6 Quorum; Voting...............................................   8
  Section 2.7 Adjournment..................................................   8
  Section 2.8 Action Without a Meeting.....................................   9
  Section 2.9 Regulations; Manner of Acting................................   9
  Section 2.10 Action by Telephonic Communications.........................   9
  Section 2.11 Resignations................................................   9
  Section 2.12 Removal of Directors........................................   9
  Section 2.13 Vacancies and Newly Created Directorships...................  10
  Section 2.14 Compensation................................................  10
  Section 2.15 Reliance on Accounts and Reports, etc.......................  10

ARTICLE III EXECUTIVE COMMITTEE AND OTHER COMMITTEES.......................  10

  Section 3.1 How Constituted..............................................  10
  Section 3.2 Powers.......................................................  11
  Section 3.3 Proceedings..................................................  11
  Section 3.4 Quorum and Manner of Acting..................................  11
  Section 3.5 Action by Telephonic Communications..........................  12
  Section 3.6 Absent or Disqualified Members...............................  12
  Section 3.7 Resignations.................................................  12
  Section 3.8 Removal......................................................  12
  Section 3.9 Vacancies....................................................  12

ARTICLE IV OFFICERS........................................................  12

  Section 4.1 Numbers......................................................  12
  Section 4.2 Election.....................................................  13
  Section 4.3 Salaries.....................................................  13
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
  Section 4.4 Removal and Resignation; Vacancies...........................  13
  Section 4.5 Authority and Duties of Officers.............................  13
  Section 4.6 The Chairman of the Board of Directors.......................  13
  Section 4.7 The President and Chief Executive Officer....................  13
  Section 4.8 The Vice Presidents..........................................  14
  Section 4.9 The Secretary................................................  14
  Section 4.10 The Treasurer...............................................  15
  Section 4.11 Additional Officers.........................................  16
  Section 4.12 Security....................................................  16

ARTICLE V CAPITAL STOCK....................................................  16

  Section 5.1 Certificates of Stock........................................  16
  Section 5.2 Signatures; Facsimile........................................  17
  Section 5.3 Lost, Stolen or Destroyed Certificates.......................  17
  Section 5.4 Transfer of Stock............................................  17
  Section 5.5 Record Date..................................................  17
  Section 5.6 Registered Stockholders......................................  18
  Section 5.7 Transfer Agent and Registrar.................................  19

ARTICLE VI INDEMNIFICATION.................................................  19

  Section 6.1 Nature of Indemnity..........................................  19
  Section 6.2 Successful Defense...........................................  20
  Section 6.3 Determination That Indemnification Is Proper.................  20
  Section 6.4 Advance Payment of Expenses..................................  20
  Section 6.5 Procedure for Indemnification of Directors and Officers......  20
  Section 6.6 Survival; Preservation of Other Rights.......................  21
  Section 6.7 Insurance....................................................  22
  Section 6.8 Severability.................................................  22

ARTICLE VII OFFICES........................................................  22

  Section 7.1 Registered Office............................................  22
  Section 7.2 Other Offices................................................  22

ARTICLE VIII GENERAL PROVISIONS............................................  22

  Section 8.1 Dividends....................................................  22
  Section 8.2 Reserves.....................................................  23
  Section 8.3 Execution of Instruments.....................................  23
  Section 8.4 Corporate Indebtedness.......................................  23
  Section 8.5 Deposits.....................................................  24
  Section 8.6 Checks.......................................................  24
  Section 8.7 Sale, Transfer, etc. of Securities...........................  24
  Section 8.8 Voting as Stockholder........................................  24
  Section 8.9 Fiscal Year..................................................  24
  Section 8.10 Seal........................................................  24
  Section 8.11 Books and Records; Inspection...............................  25

ARTICLE IX AMENDMENT OF BY-LAWS............................................  25

  Section 9.1 Amendment....................................................  25

ARTICLE X CONSTRUCTION.....................................................  25

  Section 10.1 Construction................................................  25
</TABLE>

                                       ii
<PAGE>

                                                                    EXHIBIT 3.2

                             DYNATECH CORPORATION
                           (a Delaware corporation)

                                    BY-LAWS

                        As adopted on September 8, 1999

                                   ARTICLE I

                                 STOCKHOLDERS

   Section 1.1 Annual Meetings. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such
other business as properly may come before such meeting shall be held at such
place, either within or without the State of Delaware, and at 10:00 a.m. local
time on the first Tuesday in July (or, if such day is a legal holiday, then on
the next succeeding business day), or at such other date and hour, as may be
fixed from time to time by resolution of the Board of Directors and set forth
in the notice or waiver of notice of the meeting. [Sections 211(a), (b).]

   Section 1.2 Special Meetings. Special meetings of the stockholders may be
called at any time by the Chairman (or, in the event of the Chairman's absence
or disability, by the President or any Vice President) or the Board of
Directors. A special meeting shall be called by the Chairman (or, in the event
of the Chairman's absence or disability, by the President or any Vice
President), or by the Secretary, immediately upon receipt of a written request
therefor by stockholders holding in the aggregate not less than a majority of
the outstanding shares of the Corporation at the time entitled to vote at any
meeting of the stockholders. If such officers or the Board of Directors shall
fail to call such meeting within 20 days after receipt of such request, any
stockholder executing such request may call such meeting. Such special
meetings of the stockholders shall be held at such places, within or without
the State of Delaware, as shall be specified in the respective notices or
waivers of notice thereof. [Section 211(d).]/1/

   Section 1.3 Notice of Meetings; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each
meeting of the stockholders, and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, to be given personally
or by mail, not less than ten nor more than sixty days prior to the meeting,
to each stockholder of record entitled to vote at such meeting. If such notice
is mailed, it shall be deemed to have been given to a stockholder when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the record of
stockholders of the Corporation, or, if such stockholder shall have filed with
the Secretary of the Corporation a written request that notices to such
stockholder be mailed to some other address, then directed to such stockholder
at such other address. Such further notice shall be given as may be required
by law.

   No notice of any meeting of stockholders need be given to any stockholder
who submits a signed waiver of notice, whether before or after the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in a written waiver of
notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business on the ground that the meeting
is not lawfully called or convened. [Sections 222, 229.]

   Section 1.4 Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the presence in person or by proxy of the
holders of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting. [Section 216.]
--------
1  Citations are to the General Corporation Law of the State of Delaware as in
   effect on April 15, 1999, and are inserted for reference only, and do not
   constitute a part of the By-Laws.

                                      B-1
<PAGE>

   Section 1.5 Voting. If, pursuant to Section 5.5 of these By-Laws, a record
date has been fixed, every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote for each share
outstanding in such stockholder's name on the books of the Corporation at the
close of business on such record date. If no record date has been fixed, then
every holder of record of shares entitled to vote at a meeting of stockholders
shall be entitled to one vote for each share of stock standing in such
stockholder's name on the books of the Corporation at the close of business on
the day next preceding the day on which notice of the meeting 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. Except as otherwise required by law or by the
Certificate of Incorporation, the vote of a majority of the shares represented
in person or by proxy at any meeting at which a quorum is present shall be
sufficient for the transaction of any business at such meeting. [Sections
212(a), 216.]

   Section 1.6 Voting by Ballot. No vote of the stockholders need be taken by
written ballot or conducted by Inspectors of Elections unless otherwise
required by law. Any vote which need not be taken by ballot may be conducted
in any manner approved by the meeting.

   Section 1.7 Adjournment. If a quorum is not present at any meeting of the
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need
not be given if the place, date and hour thereof are announced at the meeting
at which the adjournment is taken, provided, however, that if the adjournment
is for more than thirty days, or if after the adjournment a new record date
for the adjourned meeting is fixed pursuant to Section 5.5 of these By-Laws, a
notice of the adjourned meeting, conforming to the requirements of Section 1.3
hereof, shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any business
may be transacted that might have been transacted on the original date of the
meeting. [Section 222(c).]

   Section 1.8 Proxies. Any stockholder entitled to vote at any meeting of the
stockholders or to express consent to or dissent from corporate action without
a meeting may authorize another person or persons to vote at any such meeting
and express such consent or dissent for such stockholder by proxy. A
stockholder may authorize a valid proxy by executing a written instrument
signed by such stockholder, or by causing his or her signature to be affixed
to such writing by any reasonable means including, but not limited to, by
facsimile signature, or by transmitting or authorizing the transmission of a
telegram, cablegram or other means of electronic transmission to the person
designated as the holder of the proxy, a proxy solicitation firm or a like
authorized agent. No such proxy shall be voted or acted upon after the
expiration of three years from the date of such proxy, unless such proxy
provides for a longer period. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except in those cases where applicable law
provides that a proxy shall be irrevocable. A stockholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or by filing another duly
executed proxy bearing a later date with the Secretary. Proxies by telegram,
cablegram or other electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
Any copy, facsimile telecommunication or other reliable reproduction of a
writing or transmission created pursuant to this section may be substituted or
used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that
such copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission.
[Sections 212(b), (c).]

   Section 1.9 Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the Chairman or, in the event of the Chairman's
absence or disability, a presiding officer chosen by a majority of the
stockholders present in person or by proxy. The Secretary, or in the event of
the Secretary's absence or disability, the Assistant Secretary, if any, or if
there be no Assistant Secretary, in the absence of the Secretary, an appointee
of the presiding officer, shall act as Secretary of the meeting. The order of
business and all other matters of procedure at every meeting of stockholders
may be determined by such presiding officer.

                                      B-2
<PAGE>

   Section 1.10 Consent of Stockholders in Lieu of Meeting. To the fullest
extent permitted by law, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, such action may be taken without a meeting, without prior
notice and without a vote of stockholders, if a consent or consents in
writing, setting forth the action so taken, shall be signed by 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 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.

   Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by law to the Corporation,
written consents signed by a sufficient number of holders or members to take
action are 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. [Section 228.]

   Section 1.11 Notice of Stockholder Business and Nominations. (a) Annual
Meetings of Stockholders. (i) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders (A)
pursuant to the Corporation's notice of meeting, (B) by or at the direction of
the Board of Directors or (C) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in this
Section 1.11, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 1.11.

   (ii) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(i) of
this Section 1.11, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must be a
proper matter for stockholder action. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 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 120th day prior
to such annual meeting and not later than the close of business on the later
of the 90th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made. 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 Corporation's 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.

                                      B-3
<PAGE>

   (iii) Notwithstanding anything in the second sentence of paragraph (a)(ii)
of this Section 1.11 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by
the Corporation at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this
Section 1.11 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 the close of business on the 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 Corporation's notice of meeting. 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
Corporation's notice of meeting (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice provided for in this Section 1.11,
who shall be entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 1.11. In the event the Corporation calls
a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the stockholder's notice
required by paragraph (a)(ii) of this Section 1.11 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier
than the close of business on the 120th day prior to such special meeting and
not later than the close of business on the later of the 90th day prior to
such special meeting or the 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 1.11 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 1.11. Except as otherwise provided by
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 1.11 and, if any proposed nomination or business is
not in compliance with this Section 1.11, to declare that such defective
proposal or nomination shall be disregarded.

   (ii) For purposes of this Section 1.11, "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.

   (iii) Notwithstanding the foregoing provisions of this Section 1.11, 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 1.11. Nothing in this Section 1.11 shall be deemed to
affect any rights of (1) stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(2) the holders of any series of Preferred Stock to elect directors under
specified circumstances.

                                  ARTICLE II

                              BOARD OF DIRECTORS

   Section 2.1 General Powers. Except as may otherwise be provided by law, by
the Certificate of Incorporation or by these By-Laws, the property, affairs
and business of the Corporation shall be managed by or under the direction of
the Board of Directors and the Board of Directors may exercise all the powers
of the Corporation. [Section 141(a).]

                                      B-4
<PAGE>

   Section 2.2 Number. The number of Directors constituting the entire Board
of Directors initially shall be three (3). Following the merger of the
Corporation with Dynatech Corporation, a Massachusetts corporation, the number
of Directors constituting the entire Board of Directors shall be nine (9),
which number may be modified from time to time by resolution of the Board of
Directors, but in no event shall the number of Directors be less than three,
one for each Class of Directors, as described more fully in Section 2.3 of
these By-laws. [Section 141(b).]

   Section 2.3 Election of Directors and Term of Office. Except as otherwise
provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be
elected at each annual meeting of the stockholders as provided for below. If
the annual meeting for the election of Directors is not held on the date
designated therefor, the Directors shall cause the meeting to be held as soon
thereafter as convenient. At each meeting of the stockholders for the election
of Directors, provided a quorum is present, the Directors shall be elected by
a plurality of the votes validly cast in such election. The Board of Directors
shall be divided into three classes, designated Classes I, II and III, which
shall be as nearly equal in number as possible. Directors of Class I shall be
elected at any time on and after the date of filing of the Certificate of
Incorporation with the Secretary of State of the State of Delaware to hold
office for an initial term expiring at the annual meeting of stockholders to
be held in 2001. Directors of Class II shall be elected at any time on and
after the date of filing the Certificate of Incorporation with the Secretary
of State of the State of Delaware to hold office for an initial term expiring
at the annual meeting of stockholders to be held in 2002. Directors of Class
III shall be elected at any time on and after the date of filing the
Certificate of Incorporation with the Secretary of State of the State of
Delaware to hold office for an initial term expiring at the annual meeting of
stockholders to be held in 2000; provided that, prior to the annual meeting of
stockholders to be held in 2000, the Board of Directors may, by resolution
duly adopted, create and appoint one or more persons to fill one or more Class
III Directorships up to a number not to exceed the number of Directors in
Class I for an interim term expiring at the annual meeting of stockholders to
be held in 2000. At each annual meeting of stockholders following the annual
meeting of stockholders to be held in 2000, the respective successors of the
Directors whose terms are expiring shall be elected for terms expiring at the
annual meeting of stockholders held in the third succeeding year. Each
Director (whenever elected) shall hold office until such Director's successor
has been duly elected and qualified, or until the Director's earlier death,
resignation or removal. [Sections 141 (b), 211(b), (c), 216.]

   Section 2.4 Annual and Regular Meetings. The annual meeting of the Board of
Directors for the purpose of electing officers and for the transaction of such
other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at
the place of such annual meeting of the stockholders. Notice of such annual
meeting of the Board of Directors need not be given. The Board of Directors
from time to time may by resolution provide for the holding of regular
meetings and fix the place (which may be within or without the State of
Delaware) and the date and hour of such meetings. Notice of regular meetings
need not be given, provided, however, that if the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action
shall be mailed promptly, or sent by telegram, radio or cable, to each
Director who shall not have been present at the meeting at which such action
was taken, addressed to such Directors at such Director's usual place of
business, or shall be delivered to such Director personally. Notice of such
action need not be given to any Director who attends the first regular meeting
after such action is taken without protesting the lack of notice to such
Director, prior to or at the commencement of such meeting, or to any Director
who submits a signed waiver of notice, whether before or after such meeting.
[Section 141(g).]

   Section 2.5 Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman or, in the event of
the Chairman's absence or disability, by the President or any Vice President,
at such place (within or without the State of Delaware), date and hour as may
be specified in the respective notices or waivers of notice of such meetings.
Special meetings of the Board of Directors may be called on 24 hours' notice,
if notice is given to each Director personally or by telephone or telegram, or
on five days' notice, if notice is mailed to each Director, addressed to such
Director at such Director's usual place of business. Notice of any special
meeting need not be given to any Director who attends such meeting without

                                      B-5
<PAGE>

protesting the lack of notice to such Director, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver
of notice, whether before or after such meeting, and any business may be
transacted thereat. [Sections 141(g), 229.]

   Section 2.6 Quorum; Voting. At all meetings of the Board of Directors, the
presence of a majority of the total authorized number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the vote of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of
Directors. [Section 141(b).]

   Section 2.7 Adjournment. A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting of the Board of Directors to
another time or place. No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section
2.5 shall be given to each Director.

   Section 2.8 Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting if all members of the Board of Directors consent thereto in writing,
and such writing or writings are filed with the minutes of proceedings of the
Board of Directors. [Section 141(f).]

   Section 2.9 Regulations; Manner of Acting. To the extent consistent with
applicable law, the Certificate of Incorporation and these By-Laws, the Board
of Directors may adopt such rules and regulations for the conduct of meetings
of the Board of Directors and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate.
The Directors shall act only as a Board, and the individual Directors shall
have no power as such.

   Section 2.10 Action by Telephonic Communications. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting pursuant to this provision shall constitute presence in person at
such meeting. [Section 141(i).]

   Section 2.11 Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
Chairman or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery. [Section 141(b).]

   Section 2.12 Removal of Directors. Any Director may be removed at any time,
either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to
vote for the election of such Director, cast at a special meeting of
stockholders called for the purpose or by written consent of the stockholders
in lieu of such meeting. Any vacancy in the Board of Directors caused by any
such removal may be filled at such meeting (or in the written instrument
effecting such removal, if such removal was effected by consent without a
meeting), by the stockholders entitled to vote for the election of the
Director so removed. If such stockholders do not fill such vacancy at such
meeting (or in the written instrument effecting such removal, if such removal
was effected by consent without a meeting), such vacancy may be filled in the
manner provided in Section 2.13 of these By-Laws. [Sections 141(b), 228.]

   Section 2.13 Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors, by reason of death, resignation,
removal or otherwise, or if the authorized number of Directors shall be
increased, the Directors then in office shall continue to act, and such
vacancies and newly created directorships may be filled by a majority of the
Directors then in office, although less than a quorum. A Director elected to
fill a vacancy or a newly created directorship shall hold office until such
Director's successor has been elected and qualified or until such Director's
earlier death, resignation or removal. Any such vacancy or newly created
directorship may also be filled at any time by vote of the stockholders.
[Section 223.]

   Section 2.14 Compensation. The amount, if any, and form of consideration,
which each Director shall be entitled to receive as compensation for such
Director's services as such, shall be fixed from time to time by resolution of
the Board of Directors. [Section 141(h).]

                                      B-6
<PAGE>

   Section 2.15 Reliance on Accounts and Reports, etc. A Director, or a member
of any Committee designated by the Board of Directors shall, in the
performance of such member's duties, be fully protected in relying in good
faith upon the records of the Corporation and upon information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or Committees designated by the Board of Directors, or
by any other person as to the matters the member reasonably believes are
within such other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Corporation. [Section
141(e).]

                                  ARTICLE III

                   EXECUTIVE COMMITTEE AND OTHER COMMITTEES

   Section 3.1 How Constituted. The Board of Directors may designate one or
more Committees, including an Executive Committee, each such Committee to
consist of such number of Directors as from time to time may be fixed by the
Board of Directors. The Board of Directors may designate one or more Directors
as alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee. Thereafter,
members (and alternate members, if any) of each such Committee may be
designated at the annual meeting of the Board of Directors. Any such Committee
may be abolished or re-designated from time to time by the Board of Directors.
Each member (and each alternate member) of any such Committee (whether
designated at an annual meeting of the Board of Directors or to fill a vacancy
or otherwise) shall hold office until such Director's successor shall have
been designated or until such Director shall cease to be a Director, or until
such Director's earlier death, resignation or removal. [Section 141(c).]

   Section 3.2 Powers. During the intervals between the meetings of the Board
of Directors, the Executive Committee, except as otherwise provided in this
section, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the property, affairs and business of the
Corporation. Each such other Committee, except as otherwise provided in this
section, shall have and may exercise such powers of the Board of Directors as
may be provided by resolution or resolutions of the Board of Directors.
Neither the Executive Committee nor any such other Committee shall have the
power or authority:

     (a) to approve or adopt, or to recommend to the stockholders, any action
  or matter expressly required by the General Corporation Law of the State of
  Delaware to be submitted to the stockholders for approval; or

     (b) to adopt, amend or repeal any by-law of the Corporation;

     (c) and unless a resolution of the Board of Directors so provides, no
  such Committee shall have the power or authority to:

       (i) declare a dividend;

       (ii) authorize the issuance of stock; or

       (iii) adopt a certificate of ownership and merger pursuant to (S)
    253 of the General Corporation Law of the State of Delaware (Merger of
    Parent Corporation and Subsidiary or Subsidiaries).

     (d) The Executive Committee shall have, and any such other Committee may
  be granted by the Board of Directors, power to authorize the seal of the
  Corporation to be affixed to any or all papers which may require it.
  [Section 141(c).]

   Section 3.3 Proceedings. Each such Committee may fix its own rules of
procedure and may meet at such place (within or without the State of
Delaware), at such time and upon such notice, if any, as it shall determine
from time to time. Each such Committee shall keep minutes of its proceedings
and shall report such proceedings to the Board of Directors at the meeting of
the Board of Directors next following any such proceedings.

   Section 3.4 Quorum and Manner of Acting. Except as may be otherwise
provided in the resolution creating such Committee, at all meetings of any
Committee the presence of members (or alternate members)

                                      B-7
<PAGE>

constituting a majority of the total authorized membership of such Committee
shall constitute a quorum for the transaction of business. The act of the
majority of the members present at any meeting at which a quorum is present
shall be the act of such Committee. Any action required or permitted to be
taken at any meeting of any such Committee may be taken without a meeting, if
all members of such Committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
Committee. The members of any such Committee shall act only as a Committee,
and the individual members of such Committee shall have no power as such.
[Section 141(c).]

   Section 3.5 Action by Telephonic Communications. Members of any Committee
designated by the Board of Directors may participate in a meeting of such
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting. [Section 141(i).]

   Section 3.6 Absent or Disqualified Members. In the absence or
disqualification of a member of any Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent
or disqualified member. [Section 141(c).]

   Section 3.7 Resignations. Any member (and any alternate member) of any
Committee may resign at any time by delivering a written notice of
resignation, signed by such member, to the Chairman. Unless otherwise
specified therein, such resignation shall take effect upon delivery.

   Section 3.8 Removal. Any member (and any alternate member) of any Committee
may be removed at any time, either for or without cause, by resolution adopted
by a majority of the whole Board of Directors.

   Section 3.9 Vacancies. If any vacancy shall occur in any Committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the Board of Directors.

                                  ARTICLE IV

                                   OFFICERS

   Section 4.1 Numbers. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chairman, President and Chief Executive
Officer, one or more Vice Presidents, a Secretary and a Treasurer. The Board
of Directors also may elect one or more Assistant Secretaries and Assistant
Treasurers in such numbers as the Board of Directors may determine, and such
other officers as the Board of Directors deems desirable. Any number of
offices may be held by the same person. No officer need be a Director of the
Corporation. [Section 142(a), (b).]

   Section 4.2 Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be
elected to hold office until the next succeeding annual meeting of the Board
of Directors. In the event of the failure to elect officers at such annual
meeting, officers may be elected at any regular or special meeting of the
Board of Directors. Each officer shall hold office until such officer's
successor has been elected and qualified, or until such officer's earlier
death, resignation or removal. [Section 142(b).]

   Section 4.3 Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

   Section 4.4 Removal and Resignation; Vacancies. Any officer may be removed
for or without cause at any time by the Board of Directors. Any officer may
resign at any time by delivering a written notice of

                                      B-8
<PAGE>

resignation, signed by such officer, to the Board of Directors, the Chairman
or the President. Unless otherwise specified therein, such resignation shall
take effect upon delivery. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, shall be filled by
the Board of Directors. [Section 142(b), (e).]

   Section 4.5 Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and
perform such duties as may be specified in these By-Laws, except that in any
event each officer shall exercise such powers and perform such duties as may
be required by law. [Section 142(a).]

   Section 4.6 The Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and
directors at which the Chairman is present and shall have such other duties as
may from time to time be delegated to him by the Board of Directors.

   Section 4.7 The President and Chief Executive Officer. The President and
Chief Executive Officer (known herein as the "President") shall be the chief
executive officer and the chief operating officer of the Corporation, shall
have general control and supervision of the policies and operations of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall manage and administer
the Corporation's business and affairs and shall also perform all duties and
exercise all powers usually pertaining to the office of a chief executive
officer and a chief operating officer of a corporation. The President shall
have the authority to sign, in the name and on behalf of the Corporation,
checks, orders, contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Corporation, and together
with the Secretary or an Assistant Secretary, conveyances of real estate and
other documents and instruments to which the seal of the Corporation is
affixed. The President shall have the authority to cause the employment or
appointment of such employees and agents of the Corporation as the conduct of
the business of the Corporation may require, to fix their compensation, and to
remove or suspend any employee or agent elected or appointed by the President
or the Board of Directors. The President shall perform such other duties and
have such other powers as the Board of Directors or the Chairman may from time
to time prescribe.

   Section 4.8 The Vice Presidents. Each Vice President shall perform such
duties and exercise such powers as may be assigned to such Vice President from
time to time by the President. In the absence of the President, the duties of
the President shall be performed and the President's powers may be exercised
by such Vice President as shall be designated by the President, or failing
such designation, such duties shall be performed and such powers may be
exercised by each Vice President in the order of their earliest election to
that office; subject in any case to review and superseding action by the
President.

   Section 4.9 The Secretary. The Secretary shall have the following powers
and duties:

     (a) Secretary shall keep or cause to be kept a record of all the
  proceedings of the meetings of the stockholders and of the Board of
  Directors in books provided for that purpose.

     (b) The Secretary shall cause all notices to be duly given in accordance
  with the provisions of these By-Laws and as required by law.

     (c) Whenever any Committee shall be appointed pursuant to a resolution
  of the Board of Directors, the Secretary shall furnish a copy of such
  resolution to the members of such Committee.

     (d) The Secretary shall be the custodian of the records and of the seal
  of the Corporation and cause such seal (or a facsimile thereof) to be
  affixed to all certificates representing shares of the Corporation prior to
  the issuance thereof and to all instruments the execution of which on
  behalf of the Corporation under its seal shall have been duly authorized in
  accordance with these By-Laws, and when so affixed the Secretary may attest
  the same.

     (e) The Secretary shall properly maintain and file all books, reports,
  statements, certificates and all other documents and records required by
  law, the Certificate of Incorporation or these By-Laws.

                                      B-9
<PAGE>

     (f) The Secretary shall have charge of the stock books and ledgers of
  the Corporation and shall cause the stock and transfer books to be kept in
  such manner as to show at any time the number of shares of stock of the
  Corporation of each class issued and outstanding, the names (alphabetically
  arranged) and the addresses of the holders of record of such shares, the
  number of shares held by each holder and the date as of which each became
  such holder of record.

     (g) The Secretary shall sign (unless the Treasurer, an Assistant
  Treasurer or Assistant Secretary shall have signed) certificates
  representing shares of the Corporation the issuance of which shall have
  been authorized by the Board of Directors.

     (h) The Secretary shall perform, in general, all duties incident to the
  office of secretary and such other duties as may be specified in these By-
  Laws or as may be assigned to such Vice President from time to time by the
  Board of Directors, or the President.

   Section 4.10 The Treasurer. The Treasurer shall be the chief financial
officer of the Corporation and shall have the following powers and duties:

     (a) The Treasurer shall have charge and supervision over and be
  responsible for the moneys, securities, receipts and disbursements of the
  Corporation, and shall keep or cause to be kept full and accurate records
  of all receipts of the Corporation.

     (b) The Treasurer shall cause the moneys and other valuable effects of
  the Corporation to be deposited in the name and to the credit of the
  Corporation in such banks or trust companies or with such bankers or other
  depositaries as shall be selected in accordance with Section 8.5 of these
  By-Laws.

     (c) The Treasurer shall cause the moneys of the Corporation to be
  disbursed by checks or drafts (signed as provided in Section 8.6 of these
  By-Laws) upon the authorized depositaries of the Corporation and cause to
  be taken and preserved proper vouchers for all moneys disbursed.

     (d) The Treasurer shall render to the Board of Directors or the
  President, whenever requested, a statement of the financial condition of
  the Corporation and of all the Treasurer's transactions as Treasurer, and
  render a full financial report at the annual meeting of the stockholders,
  if called upon to do so.

     (e) The Treasurer shall be empowered from time to time to require from
  all officers or agents of the Corporation reports or statements giving such
  information as the Treasurer may desire with respect to any and all
  financial transactions of the Corporation.

     (f) The Treasurer may sign (unless an Assistant Treasurer or the
  Secretary or an Assistant Secretary shall have signed) certificates
  representing stock of the Corporation the issuance of which shall have been
  authorized by the Board of Directors.

     (g) The Treasurer shall perform, in general, all duties incident to the
  office of treasurer and such other duties as may be specified in these By-
  Laws or as may be assigned to such Treasurer from time to time by the Board
  of Directors, or the President.

   Section 4.11 Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
Board of Directors. The Board of Directors from time to time may delegate to
any officer or agent the power to appoint subordinate officers or agents and
to prescribe their respective rights, terms of office, authorities and duties.
Any such officer or agent may remove any such subordinate officer or agent
appointed by such officer, for or without cause. [Section 142(a), (b).]

   Section 4.12 Security. The Board of Directors may require any officer,
agent or employee of the Corporation to provide security for the faithful
performance of such person's duties, in such amount and of such character as
may be determined from time to time by the Board of Directors. [Section
142(c).]

                                     B-10
<PAGE>

                                   ARTICLE V

                                 CAPITAL STOCK

   Section 5.1 Certificates of Stock. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors may provide
by resolution or resolutions that some or all of any or all classes or series
of the stock of the Corporation shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until each
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, representing the number of shares registered in certificate form.
Such certificate shall be in such form as the Board of Directors may
determine, to the extent consistent with applicable law, the Certificate of
Incorporation and these By-Laws. [Section 158.]

   Section 5.2 Signatures; Facsimile. All of such signatures on the
certificate may be a facsimile, engraved or printed, to the extent permitted
by law. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.
[Section 158.]

   Section 5.3 Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon delivery to the Board of Directors of an affidavit of the
owner or owners of such certificate, setting forth such allegation. The Board
of Directors may require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such certificate
or the issuance of any such new certificate. [Section 167.]

   Section 5.4 Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares, duly endorsed
or accompanied by appropriate evidence of succession, assignment or authority
to transfer, the Corporation shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books. Within a reasonable time after the transfer of uncertificated
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of the State of Delaware. Subject to the provisions of the
Certificate of Incorporation and these By-Laws, the Board of Directors may
prescribe such additional rules and regulations as it may deem appropriate
relating to the issue, transfer and registration of shares of the Corporation.
[Section 151.]

   Section 5.5 Record Date. In order to 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
record date shall not precede the date on which the resolution fixing the
record date is adopted by the Board of Directors, and which shall not be more
than sixty nor less than ten days before the date of such meeting. 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

                                     B-11
<PAGE>

board of directors is required by law, 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 by law, 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 of 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 213.]

   Section 5.6 Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the Corporation to do so. [Section 159.]

   Section 5.7 Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents and one or more registrars, and may
require all certificates representing shares to bear the signature of any such
transfer agents or registrars.

                                  ARTICLE VI

                                INDEMNIFICATION

   Section 6.1 Nature of Indemnity. 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, by reason of the fact that such person is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party
or is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that such person is or was or has agreed to become an
employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as an 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 or on such person's
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if such person acted in good faith and in a manner such 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 such person's conduct was unlawful; except that in
the case of an action or suit by or in the right of the Corporation to procure
a judgment in its favor (1) such indemnification shall be limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
the defense or settlement of such action or suit, and (2) no

                                     B-12
<PAGE>

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 Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

   The termination of any action, suit or proceeding by judgment, order
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such 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 reasonable cause to believe that such
person's conduct was unlawful.

   Section 6.2 Successful Defense. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
6.1 hereof 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 6.3 Determination That Indemnification Is Proper. Any
indemnification of a director or officer of the Corporation under Section 6.1
hereof (unless ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the director or officer is not
proper in the circumstances because such person has not met the applicable
standard of conduct set forth in Section 6.1 hereof. Any indemnification of an
employee or agent of the Corporation under Section 6.1 hereof (unless ordered
by a court) may be made by the Corporation upon a determination that
indemnification of the employee or agent is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section 6.1 hereof. Any such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
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
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

   Section 6.4 Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate. The Board of Directors may authorize
the Corporation's counsel to represent such director, officer, employee or
agent in any action, suit or proceeding, whether or not the Corporation is a
party to such action, suit or proceeding.

   Section 6.5 Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer of the Corporation under Sections 6.1
and 6.2, or advance of costs, charges and expenses to a director or officer
under Section 6.4 of this Article, shall be made promptly, and in any event
within 30 days, upon the written request of the director or officer. If a
determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Article is required, and the Corporation
fails to respond within sixty days to a written request for indemnity, the
Corporation shall be deemed to have approved such request. If the Corporation
denies a written request for indemnity or advancement of expenses, in whole or
in part, or if payment in full pursuant to such request is not made within 30
days, the right to indemnification or advances as granted by this Article
shall be enforceable by the director or officer in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection with
successfully establishing such person's right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce
a claim for the advance of costs, charges and expenses under Section 6.4 of
this Article where the required undertaking, if any, has been received by the

                                     B-13
<PAGE>

Corporation) that the claimant has not met the standard of conduct set forth
in Section 6.1 of this Article, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the Corporation (including its
Board of Directors, its independent legal counsel, and its stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because such
person has met the applicable standard of conduct set forth in Section 6.1 of
this Article, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) that the claimant has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

   Section 6.6 Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a "contract right" may not
be modified retroactively without the consent of such director, officer,
employee or agent.

   The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, 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 continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

   Section 6.7 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was or has agreed to become a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person or on such person's behalf 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 this Article, provided that such insurance
is available on acceptable terms, which determination shall be made by a vote
of a majority of the entire Board of Directors.

   Section 6.8 Severability. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the
fullest extent permitted by applicable law.

                                  ARTICLE VII

                                    OFFICES

   Section 7.1 Registered Office. The registered office of the Corporation in
the State of Delaware shall be located at Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle.

   Section 7.2 Other Offices. The Corporation may maintain offices or places
of business at such other locations within or without the State of Delaware as
the Board of Directors may from time to time determine or as the business of
the Corporation may require.

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                                 ARTICLE VIII

                              GENERAL PROVISIONS

   Section 8.1 Dividends. Subject to any applicable provisions of law and the
Certificate of Incorporation, dividends upon the shares of the Corporation may
be declared by the Board of Directors at any regular or special meeting of the
Board of Directors and any such dividend may be paid in cash, property, or
shares of the Corporation's capital stock.

   A member of the Board of Directors, or a member of any Committee designated
by the Board of Directors shall be fully protected in relying in good faith
upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or Committees of the Board of Directors, or by any other person as
to matters the Director reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Corporation, as to the value and amount of the
assets, liabilities and/or net profits of the Corporation, or any other facts
pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid. [Sections 172, 173.]

   Section 8.2 Reserves. 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, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation or for such other purpose as
the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may similarly modify or abolish any
such reserve. [Section 171.]

   Section 8.3 Execution of Instruments. The President, any Vice President,
the Secretary or the Treasurer may enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation. The Board
of Directors, the Chairman or the President may authorize any other officer or
agent to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Corporation. Any such authorization may be general
or limited to specific contracts or instruments.

   Section 8.4 Corporate Indebtedness. No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued in its
name, unless authorized by the Board of Directors, the Chairman or the
President. Such authorization may be general or confined to specific
instances. Loans so authorized may be effected at any time for the Corporation
from any bank, trust company or other institution, or from any firm,
corporation or individual. All bonds, debentures, notes and other obligations
or evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board of Directors, the Chairman or the
President shall authorize. When so authorized by the Board of Directors, the
Chairman or the President, any part of or all the properties, including
contract rights, assets, business or good will of the Corporation, whether
then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or
conveyed or assigned in trust as security for the payment of such bonds,
debentures, notes and other obligations or evidences of indebtedness of the
Corporation, and of the interest thereon, by instruments executed and
delivered in the name of the Corporation.

   Section 8.5 Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors, the Chairman or the President, or by
such officers or agents as may be authorized by the Board of Directors, the
Chairman or the President to make such determination.

   Section 8.6 Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such agent or
agents of the Corporation, and in such manner, as the Board of Directors, the
Chairman or the President from time to time may determine.

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<PAGE>

   Section 8.7 Sale, Transfer, etc. of Securities. To the extent authorized by
the Board of Directors, or by the Chairman, the President, any Vice President,
the Secretary or the Treasurer or any other officers designated by the Board
of Directors, the Chairman or the President may sell, transfer, endorse, and
assign any shares of stock, bonds or other securities owned by or held in the
name of the Corporation, and may make, execute and deliver in the name of the
Corporation, under its corporate seal, any instruments that may be appropriate
to effect any such sale, transfer, endorsement or assignment.

   Section 8.8 Voting as Stockholder. Unless otherwise determined by
resolution of the Board of Directors, the Chairman, the President or any Vice
President shall have full power and authority on behalf of the Corporation to
attend any meeting of stockholders of any corporation in which the Corporation
may hold stock, and to act, vote (or execute proxies to vote) and exercise in
person or by proxy all other rights, powers and privileges incident to the
ownership of such stock. Such officers acting on behalf of the Corporation
shall have full power and authority to execute any instrument expressing
consent to or dissent from any action of any such corporation without a
meeting. The Board of Directors may by resolution from time to time confer
such power and authority upon any other person or persons.

   Section 8.9 Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of April of each year and shall terminate in each case on the
last day of March.

   Section 8.10 Seal. The seal of the Corporation shall be circular in form
and shall contain the name of the Corporation, the year of its incorporation
and the words "Corporate Seal" and "Delaware". The form of such seal shall be
subject to alteration by the Board of Directors. The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or reproduced, or
may be used in any other lawful manner.

   Section 8.11 Books and Records; Inspection. Except to the extent otherwise
required by law, the books and records of the Corporation shall be kept at
such place or places within or without the State of Delaware as may be
determined from time to time by the Board of Directors.

                                  ARTICLE IX

                             AMENDMENT OF BY-LAWS

   Section 9.1 Amendment. These By-Laws may be amended, altered or repealed

     (a) by resolution adopted by a majority of the Board of Directors at any
  special or regular meeting of the Board if, in the case of such special
  meeting only, notice of such amendment, alteration or repeal is contained
  in the notice or waiver of notice of such meeting; or

     (b) at any regular or special meeting of the stockholders if, in the
  case of such special meeting only, notice of such amendment, alteration or
  repeal is contained in the notice or waiver of notice of such meeting;
  provided that any such amendment, alteration or repeal of the By-laws by
  the stockholders may not be amended, altered or repealed by the Board of
  Directors pursuant to clause (a) of this Section 9.1. [Section 109(a).]

                                   ARTICLE X

                                 CONSTRUCTION

   Section 10.1 Construction. In the event of any conflict between the
provisions of these By-Laws as in effect from time to time and the provisions
of the certificate of incorporation of the Corporation as in effect from time
to time, the provisions of such Certificate of incorporation shall be
controlling.

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