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                                                                    Exhibit 4.28

                          Wellman of Mississippi, Inc.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of Wellman of
Mississippi, Inc. (the "Corporation") in the State of Delaware shall be at The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The name of the resident agent at such address is
The Corporation Trust Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the

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meeting shall be held at the principal office of the Corporation in the State of
Delaware, or such place as shall be fixed by the Board of Directors, at ten
o'clock in the forenoon, local time, on the third Wednesday in March in each
year, if not a legal holiday at the place where such meeting is to be held, and
if a legal holiday, then on the next succeeding business day not a legal holiday
at the same hour. (b) In respect of the annual meeting for any particular year
the Board of Directors may, by resolution fix a different day, time or place
(either within or without the State of Delaware) for the annual meeting. (c) If
the election of directors shall not be held on the day designated herein or the
day fixed by the Board, as the case may be, for any annual meeting, or on the
day of any adjourned session thereof, the Board of Directors shall cause the
election to be held at a special meeting as soon thereafter as conveniently may
be. At such special meeting the stockholders may elect the directors and
transact other business with the same force and effect as at an annual meeting
duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by

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telegraph, cable or any other available method. Every such notice shall state
the time and place of the meeting and, in case of a special meeting, shall state
briefly the purposes thereof. (b) Notice of any meeting of stockholders shall
not be required to be given to any stockholder who shall attend such meeting in
person or by proxy or who shall in person or by attorney thereunto authorized,
waive such notice in writing or by telegraph, cable or any other available
method either before or after such meeting. Notice of any adjourned meeting of
the stockholders shall not be required to be given except when expressly
required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

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     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock of the Corporation registered in his name
on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the

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vote of a majority in interest of the stockholders entitled to vote thereon,
present in person or by proxy, at such meeting, a quorum being present.

     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

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     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, 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. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall be ineligible for election to any office at such meeting. (d) The stock
ledger shall be conclusive evidence as to who are the stockholders entitled to
examine the stock ledger and the list of stockholders required by this Section
2.09 on the books of the Corporation or to vote in person or by proxy at any
meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not

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less than the minimum number allowed under the laws of the State of Delaware nor
more than eleven (11) as from time to time shall be fixed by the Board of
Directors. (b) A director need not be a stockholder. Each director shall hold
office until the annual meeting of the stockholders next following his election
and until his successor shall have been elected and shall qualify, or until his
death, or until he shall resign, or until he shall have been removed in the
manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.

     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time

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until a quorum shall be present. Notice of any adjourned meeting need not be
given, except as otherwise required by statute or by the Certificate of
Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or

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shall be sent to him at his residence or at such place of business by telegraph,
cable or other available means, or shall be delivered personally or by
telephone, not later than one day before the day on which the meeting is to be
held. Each such notice shall state the time and place of the meeting but need
not state the purposes thereof except as otherwise herein expressly provided.
Notice of any such meeting need not be given to any director, however, if waived
by him in writing or by telegraph, cable or otherwise, whether before or after
such meeting shall be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.

     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

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     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.

     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

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     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly appointed and
qualified. The chairman of the Executive Committee or, in his absence, a member
of the Committee chosen by a majority of the members present shall preside at
meetings of the Executive Committee and the Secretary or an Assistant Secretary
of the Corporation, or such other person as the Executive Committee shall from
time to time determine, shall act as secretary of the Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board

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of Directors in all cases in which specific directions shall not have been given
by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of Directors, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board

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of Directors shall have power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have the power to change
the members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

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     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Vice President, Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that if there are two or more officers of the
Corporation, the office of Secretary shall be held by a person other than the
person holding the office of President.

     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and

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perform such duties as the Board of Directors, any committee of the Board
designated by it to so act, or the President or Chairman may from time to time
determine. The Board of Directors may delegate to any principal officer the
power to appoint or remove any such subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be
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conferred upon or assigned to him by the Board of Directors or any committee of
the Board designated by it to so act. In the absence of the President, the Vice
President shall preside at all meetings of the stockholders.

     SECTION 6.09. Vice President. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President or Chairman. In the absence of
the President or Chairman, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall

<PAGE>

be custodian of all corporate records (other than financial) and of the seal of
the Corporation and see that the seal is affixed to all documents the execution
of which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

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     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, 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.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act,

<PAGE>

except as otherwise provided in these By-Laws, may authorize any other or
additional officer or officers or agent or agents of the Corporation, and such
authority may be general or confined to specific instances. Unless authorized so
to do by these By-Laws or by the Board of Directors or by any such committee, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time 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 or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the

<PAGE>

Corporation as shall from time to time be determined by resolution of the Board
of Directors or any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the

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Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in the premises.

<PAGE>

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such

<PAGE>

meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers 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 by the Corporation as though the person or persons who signed such

<PAGE>

certificate or whose facsimile signature or signatures shall have been used
thereof had not ceased to be such officer or officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new

<PAGE>

certificate may be issued in place thereof, in the manner and upon such terms as
the Board of Directors may prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1996, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole

<PAGE>

Board of Directors given at any meeting. No amendment may be made unless the
By-Laws, as amended, is consistent with the requirements of law and of the
Certificate of Incorporation.