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                                                                     EXHIBIT 3.2

                                     BYLAWS

                                       OF

                               POPE & TALBOT, INC.

                                    ARTICLE I

                                  Stockholders

                  Section 1.1 Annual Meetings. An annual meeting of stockholders
shall be held for the election of directors at such date, time and place either
within or without the State of Delaware as may be designated by the Board of
Directors from time to time. Any other proper business may be transacted at the
annual meeting.

                  Section 1.2. Special Meetings. Special meetings of
stockholders may be called at any time by the Board, or by a majority of the
members of the Board, or by a committee of the Board which has been duly
designated by the Board and whose powers and authority, as provided in a
resolution of the Board or in the Bylaws, include the power to call such
meetings, but such special meetings may not be called by any other person or
persons; provided, however, that if and to the extent that any special meeting
of stockholders may be called by any other person or persons specified in any
provisions of the Certificate of Incorporation or any amendment thereto or any
certificate filed under Section 151(g) of the Delaware General Corporation Law
(or any successor thereto), then such special meeting may also be called by the
person or persons, in the manner, at the times and for the purposes so
specified. A special meeting shall be held at such date, time and place either
within or without the State of Delaware as may be stated in the notice of the
meeting.

                  Section 1.3. Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, 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. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation.

                  Section 1.4. Adjournments. Any meetings of stockholders,
annual or special, may adjourn from time to time to reconvene at the same or
some other place, and notice need not be given of any such adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting

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the Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

                  Section 1.5. Quorum. At each meeting of stockholders, except
where otherwise provided by law, the holders of a majority of the outstanding
shares of each class of stock entitled to vote at the meeting, present in person
or represented by proxy, shall constitute a quorum. For purposes of the
foregoing, two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In the absence of a quorum the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided by
Section 1.4 of these Bylaws until a quorum shall attend. Shares of its own
capital stock belonging on the record date for the meeting to the Corporation or
to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

                  Section 1.6. Organization. Meetings of stockholders shall be
presided over by the Chairman of the board, or in his absence by the President,
or in his absence by a Senior Vice President, or in their absence by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

                  Section 1.7. Voting; Proxies. Each stockholder entitled to
vote at any meeting of stockholders shall be entitled to vote for each share of
stock held by him which has voting power upon the matter in question, except to
the extent that the Certificate of Incorporation provides for cumulative voting
with respect to the election of directors. Each stockholder entitled to vote at
a meeting of stockholders may authorize another person or persons to act for him
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. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. 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 another duly executed proxy bearing a later date
with the Secretary of the Corporation. Voting at meetings of stockholders need
not be by written ballot and need not be conducted by inspectors unless the
holders of a majority of the outstanding shares of all classes of stock entitled
to vote thereon present in person or by proxy at such meeting shall so
determine.

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                  Section 1.8. Fixing Date for Determination of Stockholders of
Record. 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 entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect to any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed:
(1) the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day 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; and (2) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board 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; provided, however, that the Board may fix a new
record date for the adjourned meeting.

                  Section 1.9. List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten 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 the purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten 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.

                  Section 1.10. Notice of Stockholder Business and Nominations.

                  (A) Annual Meetings of Stockholders. (1) 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 the 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 Bylaw, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Bylaw.

                           (2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A) (1) of this Bylaw, the stockholder must have given timely notice
in conformance with the requirements of this Bylaw, thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive

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offices of the Corporation not later than the close of business on the 90th 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 later than the close of
business on 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
by the Corporation. In no event shall the public announcement of an adjournment
of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the corporation which are
beneficially owned by such person, (iv) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (v) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934 (the "1934 Act") (including without
limitation such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director if elected); and (b) as to any
other business that the stockholder proposes to bring before the meeting (i) a
brief description of the business desired to be brought before the meeting, (ii)
the reasons for conducting such business at the meeting, (iii) any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made and (iv) any other information which is
required to be disclosed in solicitations of proxies on behalf of any such
business, and specifically, any such information called for by Items 4 and 5 of
Regulation 14A under the 1934 Act regarding such other business, the proponent
of such other business and any associates or persons who would be deemed
"participants" under Regulation 14A were the proponent soliciting proxies on
behalf of such other business. All such notices shall include (i) a
representation that the person sending the notice is a shareholder of record and
will remain such through the record date for the meeting, (ii) the name and
address, as they appear on the corporation's books, of such shareholder, (iii)
the class and number of the corporation's shares which are owned beneficially
and of record by such shareholder, and (iv) a representation that such
shareholder intends to appear in person or by proxy at such meeting to make the
nomination or move the consideration of other business set forth in the notice.

                           (3) Notwithstanding anything in the second sentence
of paragraph (A)(2) of this Bylaw to the contrary, in the event that the number
of directors to the Board of Directors of the Corporation is increased and there
is no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least 70
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by

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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 (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw. 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)(2) of this Bylaw 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 prior to such special
meeting or the 10th day following the day on which public announcement is first
made on 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. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Bylaw 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 Bylaw. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the chairman
of the meeting shall refuse to acknowledge the nomination of any person or the
consideration of any business not made in compliance with the foregoing
procedures.

                           (2) For purposes of this Bylaw, "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.

                           (3) Notwithstanding the foregoing provisions of this
Bylaw, a stockholder shall also comply with all applicable requirements of the
1934 Act and the rules and regulations thereunder with respect to the matters
set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under

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the 1934 Act or (ii) of the holders of any series of Preferred Stock to elect
directors under specified circumstances.

                                   ARTICLE II

                               Board of Directors

                  Section 2.1. Powers; Number; Qualifications. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, except as may be otherwise provided by law. The authorized
number of directors shall be nine (9), and such number shall not be changed
except by a Bylaw amending this section duly adopted by the Board or duly
adopted by the Stockholders pursuant to the terms of Article SIXTH of the
Certificate of Incorporation. Directors need not be stockholders.

                  Section 2.2. Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the expiration of his term and
until his successor is elected and qualified or until his earlier resignation or
notice to the Board of Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. Any director or the entire Board of Directors
may be removed, with cause, by the holders of a majority of the shares then
entitled to vote at an election of directors. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
or from any other cause may be filled by a majority of the directors then in
office, although less than a quorum, or by the sole remaining director.

                  Section 2.3. Regular Meetings. A regular annual organizational
meeting of the Board of Directors shall be held without other notice than this
Bylaw at such time as the Board of Directors may specify within twenty-four (24)
hours after, and at the same place as, the annual meeting of stockholders, for
the purpose of electing officers and conducting any other business which may
properly be considered. The Board of Directors may provide for the time and
place of other regular meetings from time to time by resolution, and no notice
need be given of such regular meetings.

                  Section 2.4. Special Meetings. Special meetings of the Board
of Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, by the President or by
any two directors. Notice of all special meetings of the Board shall be given to
each director by two days' service of the same by telegram, by letter, or
personally. Such notice may be waived by any director and any meeting shall be a
legal meeting without notice having been given if all the directors shall be
present thereat or if those not present shall, either before or after the
meeting, sign a written waiver of notice of, or a consent to, such meeting or
shall after the meeting sign an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or be
made a part of the minutes of the meeting.

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                  Section 2.5. Telephonic Meetings Permitted. Members of the
Board of Directors, or any committee designated by the Board, may participate in
a meeting of the Board or of such committee, as the case may be, 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 Bylaw shall constitute presence in person at such
meeting.

                  Section 2.6. Quorum; Vote Required for Action. At all meetings
of the Board of Directors a majority of the entire Board shall constitute a
quorum for the transaction of business. The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board.
In case at any meeting of the Board a quorum shall not be present, the members
of the Board present may adjourn the meeting from time to time until a quorum
shall attend.

                  Section 2.7. Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, or in his absence by the
President, or in his absence by the Vice President of Finance, or in his absence
by a Senior Vice President, or in their absence by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his absence
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

                  Section 2.8. Action by Directors Without 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 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.

                  Section 2.9 Compensation of Directors. The Board of Directors
shall have the authority to fix the compensation of directors.

                                   ARTICLE III

                                   Committees

                  Section 3.1. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the Corporation,

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and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
dissolution, removing or indemnifying directors or amending these Bylaws; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of the
stock.

                  Section 3.2. Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board may adopt, amend and
repeal rules for the conduct of its business. In the absence of a provision by
the Board or a provision in the rules of such committee to the contrary, a
majority of the entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of a majority of
the members present at a meeting at the time of such vote if a quorum is then
present shall be the act of such committee, and in other respects each committee
shall conduct its business in the same manner as the Board conducts its business
pursuant to Article II of these Bylaws.

                                   ARTICLE IV

                                    Officers

                  Section 4.1. Number and Term. The officers of the Corporation
shall be the Chairman of the Board, the President, a Vice President of Finance,
who shall be the chief financial officer of the Corporation and a Secretary, all
of which shall be chosen by the Board of Directors. In addition, the Board of
Directors may, but is not required to, appoint such other officers as may be
deemed expedient for the proper conduct of the business of the Corporation,
including but not limited to one or more other Executive Vice Presidents, one or
more Senior Vice Presidents, one or more Vice Presidents, a Corporate
Controller, a Treasurer, one or more Assistant Secretaries and one or more
Assistant Treasurers, each of whom shall have such authority and perform such
duties as the Board of Directors or the Chief Executive Officer may from time to
time determine. Upon action of the Board of Directors, any Vice President may be
named as an Executive Vice President or a Senior Vice President. The following
officers of the Corporation shall be elected annually at the regular or
organizational meeting of the Board of Directors held after the annual meeting
of stockholders and shall serve at the pleasure of the Board of Directors:
Chairman of the Board, President, Vice President of Finance, Secretary and such
other officers as the Board of Directors may determine. The Chairman of the
Board shall be elected from the members of the Board of Directors. If officers
are not chosen at such meeting of the Board of Directors, they shall be chosen
as soon thereafter as shall be convenient. Each officer shall hold office until
his successor shall have been duly chosen or until his removal or resignation.

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                  Section 4.2. Removal and Resignation. Any officer chosen by
the Board of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of all the members of the Board of Directors.

                  Any officer chosen by the Board of Directors may resign at any
time by giving written notice of said resignation to the Corporation. Unless a
different time is specified therein, such resignation shall be effective upon
its receipt by the Chairman of the Board, the President, the Secretary or the
Board of Directors.

                  Section 4.3. Vacancies. A vacancy in any office because of any
cause may be filled by the Board of Directors for the unexpired portion of the
term.

                  Section 4.4. Chairman of the Board. The Chairman of the Board
shall, when present, preside at all meetings of the stockholders and of the
Board of Directors and shall be the chief executive officer and general manager
of the Corporation. As chief executive officer he shall exercise the general
supervision of the property, affairs and business of the Corporation, shall sign
or countersign or authorize another officer to sign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of
Directors, shall make reports to the Board of Directors and the stockholders,
and shall perform all such other duties as are incident to such office or are
properly required by the Board of Directors.

                  Section 4.5. President. Subject to the provisions of Section
4.4 above, the President shall be the chief operating officer of the Corporation
and perform all such other duties as are incident to such office or are properly
required by the Board of Directors.

                  Section 4.6. Absence or Disability of the Chief Executive
Officer. In the absence or disability of the Chairman of the Board, the
President shall act as the chief executive officer. The Chairman of the Board
shall at all times have on file with the Secretary his written designation of
the officer from time to time so designated by him to act as the chief executive
officer in his absence or disability and in the absence or disability of the
President. In the case of absence or inability to act of any other officer of
the Corporation and of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of such
officer to any other officer, or any director or other person whom it may
select.

                  Section 4.7. Vice President of Finance. The Vice President of
Finance shall be the chief financial officer of the Corporation. Such officer
shall have custody of all moneys and securities of the Corporation and shall
keep regular books of account. Such officer shall disburse the funds of the
Corporation in payment of the just demands against the Corporation, or as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors from time to time as
may be required of such officer, an account of all transactions and of the
financial condition of the Corporation. Such officer shall perform all duties
incident to such office or which are properly required by the Board of Directors
or by the chief executive officer.

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                  Section 4.8. Executive Vice Presidents. The Executive Vice
Presidents shall perform such duties and have such other powers as may from time
to time be assigned and conferred upon them by the Board of Directors or by the
chief executive officer.

                  Section 4.9. Senior Vice Presidents and Vice Presidents. The
Senior Vice Presidents and the Vice Presidents shall respectively perform such
duties and have such powers as may from time to time be assigned and conferred
upon them by the Board of Directors or by the chief executive officer, and shall
perform such other duties and have such other powers as may be reasonably
incident to their respective offices.

                  Section 4.10. Secretary. The Secretary shall see that notices
for all meetings are given in accordance with the provisions of these Bylaws and
as required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports and perform such other
duties as are incident to such office or which are properly required by the
Board of Directors or by the chief executive officer. The Assistant Secretary or
the Assistant Secretaries, in the order of their seniority, shall, in the
absence or disability of the Secretary, or in the event of such officer's
refusal to act, perform the duties and exercise the powers and discharge such
duties as may be assigned from time to time by the Board of Directors or by the
chief executive officer.

                  Section 4.11. Treasurer. The Treasurer shall, in the absence
or disability of the Vice President of Finance, or in the event of such
officer's refusal to act, perform the duties and exercise the powers of the Vice
President of Finance, and shall have such powers and discharge such duties as
may be assigned from time to time by the Board of Directors or by the chief
executive officer.

                  Section 4.12. Corporate Controller. The Corporate Controller
shall perform such duties and have such powers as may be from time to time
assigned and conferred upon him by the Board of Directors or by the chief
executive officer, and shall perform such other duties and have such other
powers as may be reasonably incident to such office.

                  Section 4.13. Subordinate Officers. The Board of Directors may
from time to time elect such subordinate officers as it may deem desirable. Each
such officer shall hold office for such period, and shall have such authority
and perform such duties, as the Board of Directors or the chief executive
officer may from time to time prescribe. The Board of Directors may authorize
any officer to appoint subordinate officers and to prescribe the powers and
duties thereof.

                  Section 4.14. Compensation. The Board of Directors shall have
power to fix the compensation of all officers and employees of the Corporation.
It may appoint one or more committees with authority to fix the compensation of
officers and employees, it

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may authorize the chief executive officer or any officer upon whom the power of
appointing subordinate officers may have been conferred to fix the compensation
of subordinate officers, and it may authorize an individual to fix the salaries
and wages of non-officer employees. No officer shall be prevented from receiving
a salary or other compensation from the Corporation by reason of the fact that
such officer is also a director of the Corporation.

                                    ARTICLE V

                                      Stock

                  Section 5.1. Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman of the Board of Directors, or the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation, certifying the number of shares
owned by him in the Corporation. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the 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 were such officer, transfer agent or
registrar at the date of issue.

                  Section 5.2. Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new certificate of
stock 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 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 such new certificate.

                                   ARTICLE VI

                                  Miscellaneous

                  Section 6.1. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.

                  Section 6.2. Seal. The Corporation may have a corporate seal
which shall have the name of the Corporation inscribed thereon and shall be in
such form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

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                  Section 6.3. Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Whenever notice is required to be given by law or
under any provision or the Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. 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.

                  Section 6.4. Indemnification of Directors, Officers and
                               Employees.

                  (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body, against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful. 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 he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

                  (b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or as a
member of any committee or similar body, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which

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

                  (c) Any indemnification under Section 6.4(a) or Section 6.4(b)
of the Bylaws (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 6.4(a) and
6.4(b) of the Bylaws. Such determination shall be made (i) by the Board by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

                  (d) Notwithstanding the other provisions of this Section, 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 6.4(a) or Section 6.4(b) of the Bylaws, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  (e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Section.

                  (f) The indemnification provided by this Section shall not be
deemed exclusive and is declared expressly to be nonexclusive of any other
rights to which those seeking indemnification may be entitled under any Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his 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.

                  (g) Upon resolution passed by the Board, the Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or as a
member of any committee or similar body against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such,

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<PAGE>   14
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Section.

                  (h) For the purposes of this Section, references to "the
Corporation" include in addition to the resulting corporation any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or as
a member of any committee or similar body shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                  (i) To assure indemnification under this Section of all such
persons who are determined by the Corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the corporation which may exist
from time to time, references to "other enterprises" shall be deemed to include
such an employee benefit plan, including, without limitation, any plan of the
Corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
Corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Corporation.

                  Section 6.5. Interested Directors; Quorum. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically

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approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board, a committee thereof or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board or of a committee which authorizes the contract
or transaction.

                  Section 6.6. Representation of Shares in Other Corporations.
Shares of other corporations standing in the name of this Corporation may be
voted or represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board, the President, the Executive Vice
President(s) or any Vice President and the Treasurer or the Secretary or an
Assistant Secretary.

                  Section 6.7. Authorized Signatures. All written instruments
shall be binding upon the Corporation if signed on its behalf by any two of the
following officers of the Corporation: the Chairman of the Board, the Vice
Chairman, the President, the Executive Vice President(s), the Senior Vice
President(s) and the Vice Presidents.

                  Section 6.8. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

                  Section 6.9. Amendment of Bylaws. These Bylaws may be amended
or repealed, and new Bylaws adopted, by the Board of Directors, but the
stockholders entitled to vote may adopt additional Bylaws and may amend or
repeal any Bylaw whether or not adopted by them, provided that such stockholder
action is approved by the affirmative vote of the holders of not less than
two-thirds of the total voting power of all outstanding shares of stock of the
Corporation entitled to vote in the election of directors, considered for
purposes of this Section as one class.

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