BYLAWS


                                       OF

                            CSW ENERGY SERVICES, INC.


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                                TABLE OF CONTENTS


                                                              PAGE


                                   ARTICLE I
                               OFFICE AND RECORDS

     Section 1.1    DELAWARE OFFICE.............................1
     Section 1.2    OTHER OFFICES...............................1
     Section 1.3    BOOKS AND RECORDS.........................  1

                                   ARTICLE II
                                  STOCKHOLDERS

     Section 2.1    ANNUAL MEETING............................  1
     Section 2.2    SPECIAL MEETINGS..........................  2
     Section 2.3    NOTICE OF MEETINGS........................  2
     Section 2.4    QUORUM....................................  3
     Section 2.5    VOTING....................................  4
     Section 2.6    PROXIES...................................  5
     Section 2.7    LIST OF STOCKHOLDERS......................  5
     Section 2.8    WRITTEN CONSENT OF STOCKHOLDERS IN LIEU
                    OF MEETING................................  6

                                   ARTICLE III
                                    DIRECTORS

     Section 3.1    NUMBER OF DIRECTORS.......................  7
     Section 3.2    ELECTION AND TERM OF DIRECTORS............  7
     Section 3.3    VACANCIES AND NEWLY CREATED
                    DIRECTORSHIPS.............................  8
     Section 3.4    RESIGNATION...............................  8
     Section 3.5    REMOVAL...................................  8
     Section 3.6    MEETINGS..................................  8
     Section 3.7    QUORUM AND VOTING......................... 10
     Section 3.8    WRITTEN CONSENT OF DIRECTORS IN LIEU OF
                    A MEETING................................. 10
     Section 3.9    COMPENSATION.............................. 10
     Section 3.10   COMMITTEES OF THE BOARD OF DIRECTORS...... 11

                                   ARTICLE IV
                         OFFICERS, AGENTS AND EMPLOYEES

     Section 4.1    APPOINTMENT AND TERM OF OFFICE............ 12
     Section 4.2    RESIGNATION AND REMOVAL................... 13
     Section 4.3    COMPENSATION AND BOND..................... 13
     Section 4.4    CHAIRMAN OF THE BOARD..................... 14
     Section 4.5    PRESIDENT................................. 14
     Section 4.6    VICE PRESIDENTS........................... 14
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                                                              PAGE


     Section 4.7    TREASURER................................. 15
     Section 4.8    SECRETARY................................. 15
     Section 4.9    ASSISTANT TREASURERS...................... 16
     Section 4.10   ASSISTANT SECRETARIES..................... 16
     Section 4.11   DELEGATION OF DUTIES...................... 16

                                    ARTICLE V
                          INDEMNIFICATION AND INSURANCE

     Section 5.1    RIGHT TO INDEMNIFICATION.................. 17
     Section 5.2    RIGHT TO ADVANCEMENT OF EXPENSES.......... 18
     Section 5.3    RIGHT OF INDEMNITEE TO BRING SUIT......... 19
     Section 5.4    NON-EXCLUSIVITY OF RIGHTS................. 20
     Section 5.5    INSURANCE................................. 20
     Section 5.6    INDEMNIFICATION OF EMPLOYEES AND AGENTS
                    OF THE CORPORATION........................ 21
     Section 5.7    CONTRACT RIGHTS........................... 21

                                   ARTICLE VI
                                  COMMON STOCK

     Section 6.1    CERTIFICATES.............................. 21
     Section 6.2    TRANSFERS OF STOCK........................ 22
     Section 6.3    LOST, STOLEN OR DESTROYED CERTIFICATES.... 22
     Section 6.4    STOCKHOLDER RECORD DATE................... 23

                                   ARTICLE VII
                                      SEAL

     Section 7.1    SEAL...................................... 25

                                  ARTICLE VIII
                                WAIVER OF NOTICE

     Section 8.1    WAIVER OF NOTICE.......................... 25

                                   ARTICLE IX
                           CHECKS, NOTES, DRAFTS, ETC.

     Section 9.1    CHECKS, NOTES, DRAFTS, ETC................ 26

                                    ARTICLE X
                                   AMENDMENTS

     Section 10.1   AMENDMENTS................................ 26

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                                     BYLAWS
                                       OF
                            CSW ENERGY SERVICES, INC.

                                    ARTICLE I
                               OFFICE AND RECORDS
          SECTION 1.1 DELAWARE OFFICE. The principal office of the Corporation
in the State of Delaware shall be located in the City of Wilmington, County of
New Castle, and the name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware.
          SECTION 1.2 OTHER OFFICES. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.
          SECTION 1.3 BOOKS AND RECORDS. The books and records of the
Corporation may be kept at the Corporation's principal executive offices in
Dallas, Texas or at such other locations outside the State of Delaware as may
from time to time be designated by the Board of Directors.

                                   ARTICLE II
                                  STOCKHOLDERS
                 SECTION 2.1 ANNUAL MEETING. Except as otherwise
provided in Section 2.8 of these Bylaws, an annual meeting of stockholders of
the Corporation shall be held at such time and date in each year as the Board of
Directors, the Chairman of the Board, if any, or the President may from time to
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time determine. The annual meeting in each year shall be held at such place
within or without the State of Delaware as may be fixed by the Board of
Directors, or if not so fixed, at 10 A.M., local time, at the principal
executive offices of the Corporation.

          SECTION 2.2 SPECIAL MEETINGS. A special meeting of the holders of
stock of the Corporation entitled to vote on any business to be considered at
any such meeting may be called only by the Chairman of the Board, if any, or the
President or any Vice President, and shall be called by the Chairman of the
Board, if any, or the President or the Secretary when directed to do so by
resolution of the Board of Directors or at the written request of directors
representing a majority of the total number of directors which the Corporation
would at the time have if there were no vacancies (the "Whole Board"). Any such
request shall state the purpose or purposes of the proposed meeting. The Board
of Directors may designate the place of meeting for any special meeting of
stockholders, and if no such designation is made, the place of meeting shall be
the principal executive offices of the Corporation.

          SECTION 2.3 NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, unless notice is waived as provided
in Section 8.1 of these Bylaws, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
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          Unless otherwise provided by law, and except as to any stockholder
duly waiving notice, the written notice of any meeting shall be given personally
or by mail, not less than ten nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting. If mailed,
notice shall be deemed given when deposited in the mail, postage prepaid,
directed to the stockholder at his or her address as it appears on the records
of the Corporation.
          When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If, however, the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

          SECTION 2.4 QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation or by these Bylaws, at any meeting of stockholders
the holders of a majority of the outstanding stock entitled to vote thereat,
either present or represented by proxy, shall constitute a quorum for the
transaction of any business, but the stockholders present, although less than a
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quorum, may adjourn the meeting to another time or place and, except as provided
in the last paragraph of Section 2.3 of these Bylaws, notice need not be given
of the adjourned meeting.

          SECTION 2.5 VOTING. Whenever directors are to be elected at a meeting,
they shall be elected by a plurality of the votes cast at the meeting by the
holders of stock entitled to vote. Whenever any corporate action, other than the
election of directors, is to be taken by vote of stockholders at a meeting, it
shall, except as otherwise required by law or by the Certificate of
Incorporation or by these Bylaws, be authorized by a majority of the votes cast
with respect thereto at the meeting (including abstentions) by the holders of
stock entitled to vote thereon.
          Except as otherwise provided by law, or by the Certificate of
Incorporation, each holder of record of stock of the Corporation entitled to
vote on any matter at any meeting of stockholders shall be entitled to one vote
for each share of such stock standing in the name of such holder on the stock
ledger of the Corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.
          Upon the demand of any stockholder entitled to vote, the vote for
directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.
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          SECTION 2.6 PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. Every proxy shall be
signed by the stockholder or by his duly authorized attorney.

          SECTION 2.7 LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, 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. The list shall also 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.
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          The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

          SECTION 2.8 WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any
action required by the General Corporation Law of the State of Delaware (the
"GCL") to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent 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. Prompt written notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. Any such written consent may be
given by one or any number of substantially concurrent written instruments of
substantially similar tenor signed by such stockholders, in person or by
attorney or proxy duly appointed in writing, and filed with the Secretary or an
Assistant Secretary of the Corporation. Any such written consent shall be
effective as of the effective date thereof as specified therein, provided that
<PAGE>
such date is not more than sixty (60) days prior to the date such written
consent is filed as aforesaid, or, if no such date is so specified, on the date
such written consent is filed as aforesaid.

                                   ARTICLE III
                                    DIRECTORS
                  SECTION 3.1 NUMBER OF DIRECTORS. The Board of
Directors shall consist of three directors until changed as provided in this
Section. The number of directors may be changed at any time and from time to
time by vote at a meeting or by written consent of the holders of stock entitled
to vote on the election of directors, or by a resolution of the Board of
Directors passed by a majority of the Whole Board, except that no decrease shall
shorten the term of any incumbent director unless such director is specifically
removed pursuant to Section 3.5 of these Bylaws at the time of such decrease.

          SECTION 3.2 ELECTION AND TERM OF DIRECTORS. Directors shall be elected
annually, by election at the annual meeting of stockholders or by written
consent of the holders of stock entitled to vote thereon in lieu of such
meeting. If the annual election of directors is not held on the date designated
therefor, the directors shall cause such election to be held as soon thereafter
as convenient. Each director shall hold office from the time of his or her
election and qualification until his successor is elected and qualified or until
his or her earlier resignation, or removal.
<PAGE>
          SECTION 3.3 VACANCIES AND NEWLY CREATED Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by election at a meeting of stockholders or by
written consent of the holders of stock entitled to vote thereon in lieu of a
meeting. Except as otherwise provided by law, vacancies and such newly created
directorships may also be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.

          SECTION 3.4 RESIGNATION. Any director may resign at any time upon
written notice to the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time be not specified, upon receipt thereof,
and the acceptance of such resignation, unless required by the terms thereof,
shall not be necessary to make such resignation effective.

          SECTION 3.5 REMOVAL. Any or all of the directors may be removed at any
time, with or without cause, by vote at a meeting or by written consent of the
holders of stock entitled to vote on the election of directors.

          SECTION 3.6 MEETINGS. Meetings of the Board of Directors, regular or
special, may be held at any place within or without the State of Delaware.
Members of the Board of Directors, or of any committee designated by the Board
<PAGE>
of Directors, may participate in a meeting of the Board of Directors or 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 by such means shall constitute presence in person
at such meeting. An annual meeting of the Board of Directors shall be held after
each annual election of directors. If such election occurs at an annual meeting
of stockholders, the annual meeting of the Board of Directors shall be held at
the same place and immediately following such meeting of stockholders, and no
further notice thereof need be given other than this Bylaw. If an annual
election of directors occurs by written consent in lieu of the annual meeting of
stockholders, the annual meeting of the Board of Directors shall take place as
soon after such written consent is duly filed with the Corporation as is
practicable, either at the next regular meeting of the Board of Directors or at
a special meeting. The Board of Directors may fix times and places for
additional regular meetings of the Board of Directors and no notice of such
meetings need be given. A special meeting of the Board of Directors shall be
held whenever called by the Chairman of the Board, if any, or by the President
or by at least one-third of the directors for the time being in office, at such
time and place as shall be specified in the notice or waiver thereof. Notice of
each special meeting shall be given by the Secretary or by a person calling the
meeting to each director by mailing the same, postage prepaid, not later than
<PAGE>
the second day before the meeting, or personally or by telegraphing or
telephoning the same not later than the day before the meeting.

          SECTION 3.7 QUORUM AND VOTING. A whole number of directors equal to at
least a majority of the Whole Board shall constitute a quorum for the
transaction of business, but if there be less than a quorum at any meeting of
the Board of Directors, a majority of the directors present may adjourn the
meeting from time to time, and no further notice thereof need be given other
than announcement at the meeting which shall be so adjourned. Except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

          SECTION 3.8 WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING. 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 all
members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.
<PAGE>
          SECTION 3.9 COMPENSATION. Directors may receive compensation for
services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board
of Directors.

          SECTION 3.10 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors may from time to time, by resolution passed by majority of the Whole
Board, designate one or more committees, each committee to consist of one or
more directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. The resolution of the
Board of Directors may, in addition or alternatively, provide that in the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he, she or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it, except as otherwise provided by law.
Unless the resolution of the Board of Directors expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
<PAGE>
authorize the issuance of stock. Any such committee may adopt rules governing
the method of calling and time and place of holding its meetings. Unless
otherwise provided by the Board of Directors, a majority of any such committee
(or the member thereof, if only one) shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of such
committee present at a meeting at which a quorum is present shall be the act of
such committee. Each such committee shall keep a record of its acts and
proceedings and shall report thereon to the Board of Directors whenever
requested so to do. Any or all members of any such committee may be removed,
with or without cause, by resolution of the Board of Directors, passed by a
majority of the whole Board.

                                   ARTICLE IV
                         OFFICERS, AGENTS AND EMPLOYEES
                 SECTION 4.1 APPOINTMENT AND TERM OF OFFICE. The
officers of the Corporation may include a President, a Secretary and a
Treasurer, and may also include a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. All such officers shall be appointed by the Board of Directors or by
a duly authorized committee thereof, and shall each have such powers and duties
as generally pertain to their respective offices, subject to the specific
provisions of this Article IV, together with such other powers and duties as
<PAGE>
from time to time may be conferred by the Board of Directors or any committee
thereof. Any number of such offices may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. Except as may be prescribed otherwise by the Board of Directors or a
committee thereof in a particular case, all such officers shall hold their
offices at the pleasure of the Board of Directors for an unlimited term and need
not be reappointed annually or at any other periodic interval. The Board of
Directors may appoint, and may delegate power to appoint, such other officers,
agents and employees as it may deem necessary or proper, who shall hold their
offices or positions for such terms, have such authority and perform such duties
as may from time to time be determined by or pursuant to authorization of the
Board of Directors.

          SECTION 4.2 RESIGNATION AND REMOVAL. Any officer may resign at any
time upon written notice to the Corporation. Any officer, agent or employee of
the Corporation may be removed by the Board of Directors, or by a duly
authorized committee thereof, with or without cause at any time. The Board of
Directors or such a committee thereof may delegate such power of removal as to
officers, agents and employees not appointed by the Board of Directors or such a
committee. Such removal shall be without prejudice to a person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract rights.
<PAGE>
          SECTION 4.3 COMPENSATION AND BOND. The compensation of the officers of
the Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his or her control.
The Corporation may secure the fidelity of any or all of its officers, agents or
employees by bond or otherwise.

          SECTION 4.4 CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
be one, shall preside at all meetings of stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him or her by the Board of Directors.

          SECTION 4.5 PRESIDENT. The President shall be the chief executive
officer of the Corporation. In the absence of the Chairman of the Board (or if
there be none), he or she shall preside at all meetings of the stockholders and
of the Board of Directors. He or she shall have general charge of the business
affairs of the Corporation. He or she may employ and discharge employees and
agents of the Corporation, except such as shall be appointed by the Board of
Directors, and he or she may delegate these powers. The President may vote the
stock or other securities of any other domestic or foreign corporation of any
type or kind which may at any time be owned by the Corporation, may execute any
stockholders' or other consents in respect thereof and may in his or her
<PAGE>
discretion delegate such powers by executing proxies, or otherwise, on behalf of
the Corporation. The Board of Directors by resolution from time to time may
confer like powers upon any other person or persons.

          SECTION 4.6 VICE PRESIDENTS. Each Vice President shall have such
powers and perform such duties as the Board of Directors or the President may
from time to time prescribe. In the absence or inability to act of the
President, unless the Board of Directors shall otherwise provide, the Vice
President who has served in that capacity for the longest time and who shall be
present and able to act, shall perform all the duties and may exercise any of
the powers of the President.

          SECTION 4.7 TREASURER. The Treasurer shall have charge of all funds
and securities of the Corporation, shall endorse the same for deposit or
collection when necessary and deposit the same to the credit of the Corporation
in such banks or depositaries as the Board of Directors may authorize. He or she
may endorse all commercial documents requiring endorsements for or on behalf of
the Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He or she shall have all such further powers and duties as
generally are incident to the position of Treasurer or as may be assigned to him
or her by the President or the Board of Directors.
<PAGE>
          SECTION 4.8 SECRETARY. The Secretary shall record all the proceedings
of the meetings of the stockholders and directors in a book to be kept for that
purpose and shall also record therein all action taken by written consent of the
stockholders or directors in lieu of a meeting. He or she shall attend to the
giving and serving of all notices of the Corporation. He or she shall have
custody of the seal of the Corporation and shall attest the same by his or her
signature whenever required. He or she shall have charge of the stock ledger and
such other books and papers as the Board of Directors may direct, but he or she
may delegate responsibility for maintaining the stock ledger to any transfer
agent appointed by the Board of Directors. He or she shall have all such further
powers and duties as generally are incident to the position of Secretary or as
may be assigned to him or her by the President or the Board of Directors.

          SECTION 4.9 ASSISTANT TREASURERS. In the absence or inability to act
of the Treasurer, any Assistant Treasurer may perform all the duties and
exercise all the powers of the Treasurer. An Assistant Treasurer shall also
perform such other duties as the Treasurer or the Board of Directors may assign
to him or her.

          SECTION 4.10 ASSISTANT SECRETARIES. In the absence or inability to act
of the Secretary, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary. An Assistant Secretary shall also
perform such other duties as the Secretary or the Board of Directors may assign
to him or her.
<PAGE>
          SECTION 4.11 DELEGATION OF DUTIES. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may confer for the time being the
powers or duties, or any of them, of such officer upon any other officer or upon
any director.

                                    ARTICLE V
                          INDEMNIFICATION AND INSURANCE
                SECTION 5.1 RIGHT TO INDEMNIFICATION. Each person
who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she or a person of whom he or she is the legal representative is
or was a director or an officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of any
other corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to any employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
<PAGE>
authorized by the GCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, excise taxes or penalties under the Employee Retirement Income
Security Act of 1974, as amended, and amounts paid or to be paid in settlement)
reasonably incurred by such indemnitee in connection therewith; PROVIDED,
HOWEVER, that except as provided in Section 5.3 with respect to proceedings
seeking to enforce rights to indemnification, the Corporation shall indemnify
any such indemnitee seeking indemnification in connection with a proceeding (or
part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors.

          SECTION 5.2 RIGHT TO ADVANCEMENT OF EXPENSES. The right to
indemnification conferred in Section 5.1 shall include the right to be paid by
the Corporation the expenses (including attorneys' fees) incurred in defending
any such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); PROVIDED, HOWEVER, that, if the GCL requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
<PAGE>
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section 5.2 or otherwise.

          SECTION 5.3 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under
Section 5.1 or Section 5.2 is not paid in full by the Corporation within thirty
(30) days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right of an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
<PAGE>
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the GCL. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the GCL, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel
or stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article V or otherwise shall be on the Corporation.

          SECTION 5.4 NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
<PAGE>
under any statute, provision of the Certificate of Incorporation, provision of
these Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.

          SECTION 5.5 INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the GCL.

          SECTION 5.6 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
CORPORATION. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and rights to the
advancement of expenses, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

          SECTION 5.7 CONTRACT RIGHTS. The rights to indemnification and to the
advancement of expenses conferred in Section 5.1 and Section 5.2 shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
<PAGE>
                                   ARTICLE VI
                                  COMMON STOCK
          SECTION 6.1 CERTIFICATES. Certificates for stock of the Corporation
shall be in such form as shall be approved by the Board of Directors and shall
be signed in the name of the Corporation by the Chairman of the Board, if any,
or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. Such certificates may be
sealed with the seal of the Corporation or a facsimile thereof. Any of or all
the signatures on a certificate may be a facsimile. 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 he or she were such officer, transfer
agent or registrar at the date of issue.

          SECTION 6.2 TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the books of the Corporation by the holder, in person or by duly authorized
attorney, and on the surrender of the certificate or certificates for the same
number of shares, properly endorsed. The Board of Directors shall have the power
to make all such rules and regulations, not inconsistent with the Certificate of
<PAGE>
Incorporation and these Bylaws and the GCL, as the Board of Directors may deem
appropriate concerning the issue, transfer and registration of certificates for
stock of the Corporation. The Board of Directors may appoint one or more
transfer agents or registrars of transfers, or both, and may require all stock
certificates to bear the signature of either or both.

          SECTION 6.3 LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation
may issue a new stock certificate in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen or destroyed certificate
or his or her 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. The Board of Directors may require such owner to
satisfy other reasonable requirements as it deems appropriate under the
circumstances.

          SECTION 6.4 STOCKHOLDER RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
<PAGE>
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 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 (10) days before the date
of such meeting, nor more than sixty (60) days prior to any other action.
          If no record date is fixed by the Board of Directors, (l) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
date on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held, (2) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is necessary, shall be at the close of business on the day on which
the first written consent is expressed by the filing thereof with the
Corporation as provided in Section 2.8 of these Bylaws, and (3) the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.
          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;
<PAGE>
PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the
adjourned meeting.
          Only such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to give such consent, or to receive payment of such
dividend or other distribution, or to exercise such rights in respect of any
such change, conversion or exchange of stock, or to participate in such action,
as the case may be, notwithstanding any transfer of any stock on the books of
the Corporation after any record date so fixed.

                                   ARTICLE VII
                                      SEAL
          SECTION 7.1 SEAL. The seal of the Corporation shall be circular in
form and shall bear, in addition to any other emblem or device approved by the
Board of Directors, the name of the Corporation, the year of its incorporation
and the words "Corporate Seal" and "Delaware". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

                                  ARTICLE VIII
                                WAIVER OF NOTICE
                SECTION 8.1 WAIVER OF NOTICE. Whenever notice is
required to be given to any stockholder or director of the Corporation under any
provision of the GCL or the Certificate of Incorporation or these Bylaws, a
<PAGE>
written waiver thereof, signed by the person or persons entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. In the case of a stockholder, such waiver of notice
may be signed by such stockholder's attorney or proxy duly appointed in writing.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice.

                                   ARTICLE IX
                           CHECKS, NOTES, DRAFTS, ETC.
                 SECTION 9.1 CHECKS, NOTES, DRAFTS, ETC. Checks,
notes, drafts, acceptances, bills of exchange and other orders or obligations
for the payment of money shall be signed by such officer or officers or person
or persons as the Board of Directors or a duly authorized committee thereof may
from time to time designate.

                                    ARTICLE X
                                   AMENDMENTS
          SECTION 10.1 AMENDMENTS. These Bylaws or any of them may be altered or
repealed, and new Bylaws may be adopted, by the stockholders by vote at a
meeting or by written consent without a meeting. The Board of Directors shall
<PAGE>
also have power, by a majority vote of the Whole Board, to alter or repeal any
of these Bylaws, and to adopt new Bylaws.