<Page>

Exhibit 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             UNITED STATIONERS INC.

                             A Delaware Corporation

                              As of March 19, 2002

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                                TABLE OF CONTENTS

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                                                                                                      PAGE
<S>               <C>                                                                                  <C>
Article I         OFFICES...............................................................................1

        1.1       Registered Office and Agent.......................................................... 1

        1.2       Other Offices.........................................................................1

Article II        MEETINGS OF STOCKHOLDERS..............................................................1

        2.1       Annual Meeting....................................................................... 1

        2.2       Special Meeting...................................................................... 2

        2.3       Place of Meetings.................................................................... 2

        2.4       Notice of Meeting.................................................................... 2

        2.5       Business at Annual Meetings...........................................................3

        2.6       Voting List...........................................................................3

        2.7       Quorum................................................................................3

        2.8       Required Vote; Withdrawal of Quorum...................................................4

        2.9       Method of Voting; Proxies; Meeting by Remote Communication............................4

        2.10      Record Date...........................................................................5

        2.11      Conduct of Meetings...................................................................6

        2.12      Inspectors............................................................................7

        2.13      Adjournments..........................................................................8

        2.14      Action Without a Meeting..............................................................8

Article III       DIRECTORS.............................................................................9

        3.1       Management............................................................................9

        3.2       Number; Qualification; Election; Term.................................................9

        3.3       Chairman..............................................................................9

        3.4       Change in Number.....................................................................10

        3.5       Removal; Resignation.................................................................10

        3.6       Newly Created Directorships and Vacancies............................................10

        3.7       Nomination of Director Candidates....................................................10

        3.8       Meetings of Directors, Corporate Officers; Books and Records.........................10

        3.9       First Meeting........................................................................10

        3.10      Election of Officers.................................................................10

        3.11      Regular Meetings.....................................................................10
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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                                                                                                      PAGE
<S>               <C>                                                                                  <C>
        3.12      Special Meetings.....................................................................11

        3.13      Notice...............................................................................11

        3.14      Quorum; Majority Vote................................................................11

        3.15      Procedure............................................................................11

        3.16      Compensation.........................................................................12

        3.17      Action by Written Consent............................................................12

        3.18      Telephonic Meetings Permitted........................................................12

        3.19      Reliance upon Records................................................................12

        3.20      Interested Directors.................................................................13

Article IV        COMMITTEES...........................................................................13

        4.1       Designation..........................................................................13

        4.2       Number; Qualification; Term..........................................................13

        4.3       Authority............................................................................14

        4.4       Committee Changes....................................................................14

        4.5       Alternate Members of Committees......................................................14

        4.6       Regular Meetings.....................................................................14

        4.7       Special Meetings.....................................................................15

        4.8       Quorum; Majority Vote................................................................15

        4.9       Minutes..............................................................................15

        4.10      Responsibility.......................................................................15

        4.11      Action Telephonically or Without Meeting.............................................15

Article V         NOTICE...............................................................................15

        5.1       Method...............................................................................15

        5.2       Waiver...............................................................................16

Article VI        OFFICERS.............................................................................16

        6.1       Number; Titles; Term of Office.......................................................16

        6.2       Removal; Resignation.................................................................16

        6.3       Vacancies............................................................................17

        6.4       Authority............................................................................17

        6.5       Compensation.........................................................................17
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                                       ii

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                                                TABLE OF CONTENTS
                                                    (CONTINUED)

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                                                                                                      PAGE
<S>               <C>                                                                                  <C>
        6.6       The President........................................................................17

        6.7       The Vice Presidents..................................................................17

        6.8       The Secretary........................................................................18

        6.9       Assistant Secretaries................................................................18

        6.10      The Treasurer........................................................................18

        6.11      Subordinate Officers; Delegated Authority to Appoint Subordinate Officers............18

        6.12      Bond.................................................................................19

        6.13      Assistant Treasurers.................................................................19

Article VII       CERTIFICATES AND STOCKHOLDERS........................................................19

        7.1       Certificates for Shares..............................................................19

        7.2       Replacement of Lost or Destroyed Certificates........................................19

        7.3       Transfer of Shares...................................................................20

        7.4       Registered Stockholders..............................................................20

        7.5       Regulations..........................................................................20

        7.6       Legends..............................................................................20

Article VIII      INDEMNIFICATION......................................................................20

        8.1       Right to Indemnification of Directors and Officers...................................20

        8.2       Advancement of Expenses of Directors and Officers....................................21

        8.3       Claims by Officers or Directors......................................................21

        8.4       Indemnification of Employees.........................................................21

        8.5       Advancement of Expenses of Employees.................................................22

        8.6       Non-Exclusivity of Rights............................................................22

        8.7       Other Indemnification................................................................22

        8.8       Insurance............................................................................22

        8.9       Amendment or Repeal..................................................................22

Article IX        MISCELLANEOUS PROVISIONS.............................................................22

        9.1       Dividends............................................................................22

        9.2       Reserves.............................................................................22

        9.3       Books and Records....................................................................23
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                                       iii
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                                                TABLE OF CONTENTS
                                                    (CONTINUED)

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                                                                                                      PAGE
<S>               <C>                                                                                  <C>
        9.4       Fiscal Year..........................................................................23

        9.5       Seal.................................................................................23

        9.6       Resignations.........................................................................23

        9.7       Securities of Other Corporations.....................................................23

        9.8       Invalid Provisions...................................................................23

        9.9       Mortgages, etc.......................................................................23

        9.10      Checks...............................................................................24

        9.11      Headings.............................................................................24

        9.12      References...........................................................................24

        9.13      Amendments...........................................................................24
</Table>

                                       iv
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                           AMENDED AND RESTATED BYLAWS

                                       OF

                             UNITED STATIONERS INC.

                             A Delaware Corporation

                                    PREAMBLE

          These bylaws have been amended and restated as of March 19, 2002.
These bylaws are subject to, and governed by, the General Corporation Law of the
State of Delaware (the "DGCL") and the certificate of incorporation, as it may
be amended and in effect from time to time (the "CERTIFICATE OF INCORPORATION")
of United Stationers Inc., a Delaware corporation (the "CORPORATION"). In the
event of a direct conflict between the provisions of these bylaws and the
mandatory provisions of the DGCL or the provisions of the Certificate of
Incorporation, such provisions of the DGCL or the Certificate of Incorporation,
as the case may be, will be controlling.

                                    ARTICLE I

                                     OFFICES

     1.1  REGISTERED OFFICE AND AGENT. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware or
as otherwise designated from time to time by the appropriate filing by the
Corporation in the office of the Secretary of State of the State of Delaware.
The name and address of the registered agent of the Corporation is The
Corporation Trust Company or as otherwise designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

     1.2  OTHER OFFICES. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or as the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.1  ANNUAL MEETING. An annual meeting of stockholders of the Corporation
shall be held each calendar year on such date and at such time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. At such meeting, the stockholders shall elect directors and
transact such other business as may properly be brought before the meeting. If
the election of directors shall not be held on the day designated herein for any
annual meeting, or at any adjournment thereof, the

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board of directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as may be convenient.

     2.2  SPECIAL MEETING. A special meeting of the stockholders shall be held
as provided in the Certificate of Incorporation and in Article V hereof.

     2.3  PLACE OF MEETINGS. An annual meeting of stockholders may be held at
any place within or without the State of Delaware designated by the board of
directors. A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting.
Notwithstanding the foregoing, the board of directors may, in its sole
discretion, determine that the meeting shall not be held at any place, but shall
be held solely by means of remote communication, subject to such guidelines and
procedures as the board of directors may adopt, as permitted by applicable law.

     2.4  NOTICE OF MEETING.

     (a)  Written or printed notice stating the place, day, and time of an
annual meeting of the stockholders and the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting shall be delivered not less than ten nor more
than 60 days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary, or the officer or person(s)
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If such notice is to be sent by mail, it shall be directed to such
stockholder at his address as it appears on the records of the Corporation,
unless he shall have filed with the Secretary of the Corporation a written
request that notices to him be mailed to some other address, in which case it
shall be directed to him at such other address. Notice of any annual meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such annual meeting, object to the transaction of any business because the
annual meeting is not lawfully called or convened, or who shall, either before
or after the annual meeting, submit a signed waiver of notice, in person or by
proxy.

     (b)  Notices of special meetings of the stockholders shall be issued as
provided in the Certificate of Incorporation and in Article V hereof.

     (c)  Without limiting the foregoing paragraphs of this Section 2.4, any
notice to stockholders of a meeting given by the Corporation pursuant to this
Section 2.4 or the Certificate of Incorporation, shall be effective if given by
a form of electronic transmission consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable by the stockholder by
written notice to the Corporation and shall also be deemed revoked if (1) the
Corporation is unable to deliver by electronic transmission two consecutive
notices given by the Corporation in accordance with such consent and (2) such
inability becomes known to the Secretary or Assistant Secretary of the
Corporation, the transfer agent or other person responsible for the giving of
notice;

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provided, however, the inadvertent failure to treat such inability as a
revocation shall not invalidate any meeting or other action. Notice given by a
form of electronic transmission in accordance with these bylaws shall be deemed
given: (i) if by facsimile telecommunication, when directed to a number at which
the stockholder has consent to receive notice; (ii) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice; (iii) if by a posting on an electronic network, together with
separate notice to the stockholder of such specific posting, upon the later of
such posting and the giving of such separate notice; and (iv) if by another form
of electronic transmission, when directed to the stockholder.

     (d)  For purposes of these bylaws, "ELECTRONIC TRANSMISSION" means any form
of communication, not directly involving the physical transmission of paper,
that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process.

     2.5  BUSINESS AT ANNUAL MEETINGS. The business to be conducted at annual
meetings of the Corporation shall be as provided in the Certificate of
Incorporation.

     2.6  VOTING LIST. At least ten days before each meeting of stockholders,
the Secretary or other officer of the Corporation who has charge of the
Corporation's stock ledger, either directly or through another officer appointed
by him or through a transfer agent appointed by the board of directors, shall
prepare a complete list of record holders of each class and series of shares of
stock entitled to vote thereat, arranged in alphabetical order and showing the
address of each record holder and number of shares registered in the name of
each record holder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of at least
ten days prior to the meeting: (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting or (ii) during ordinary business hours,
at the principal place of business of the Corporation. If the meeting is to be
held at a place, 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. If the meeting is to be held solely by means of
remote communication, the list shall also be open to the examination of any
stockholder during the whole time thereof on a reasonably accessible electronic
network and the information required to access such list shall be provided with
the notice of the meeting. The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list of record
holders or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

     2.7  QUORUM. The holders of a majority of the outstanding shares of each
class and/or series of capital stock entitled to vote on a matter present in
person or by proxy shall constitute a quorum at any meeting of stockholders,
except as otherwise provided by law, the Certificate of Incorporation, or these
bylaws. If, however, the holders of any two or more classes or series of stock
are entitled, or required, pursuant to the terms of the

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Certificate of Incorporation, to vote together as a single class on any matter
coming before such stockholders, the holders of a majority in the aggregate of
the outstanding shares of such classes and/or series (except as otherwise
provided in the Certificate of Incorporation) present in person or by proxy,
shall constitute a quorum for purposes of voting on any matter that may be put
before such stockholders in accordance with law, the Certificate of
Incorporation or these bylaws. Shares of its own stock belonging to 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. If a quorum shall not be present, in person or by
proxy, at any meeting of stockholders, the stockholders entitled to vote thereat
who are present, in person or by proxy, or the chairman of the meeting may
adjourn the meeting from time to time in accordance with Section 2.13 hereof.

     2.8  REQUIRED VOTE; WITHDRAWAL OF QUORUM. When a quorum is present at any
meeting, the vote of the holders of at least a majority of the outstanding
shares having voting power and entitled to vote on a matter who are present, in
person or by proxy, shall decide any such matter brought before such meeting,
unless such matter is one on which, by express provision of statute, the
Certificate of Incorporation, or these bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
matter. The stockholders present at a duly constituted meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

     2.9  METHOD OF VOTING; PROXIES; MEETING BY REMOTE COMMUNICATION.

     (a)  Except as otherwise provided in the Certificate of Incorporation or
these bylaws, each outstanding share of capital stock which has voting power on
the subject matter submitted to a vote by stockholders shall be entitled to one
vote on each such matter. Elections of directors need not be by written ballot.
At any meeting of stockholders, every stockholder having the right to vote may
vote either in person or by a proxy.

     (b)  At all meetings of stockholders, a stockholder may authorize another
person to act for such stockholder by proxy (i) executed in writing by the
stockholder or such stockholder's duly authorized officer, director or
attorney-in-fact or (ii) transmitted by the stockholder or such stockholder's
duly authorized officer, director or attorney-in-fact by telegram, cablegram or
other means of electronic transmission to the proxy holder or to a proxy
solicitation firm, proxy support service or like agent duly authorized by the
proxy holder to receive such transmission, provided that any such telegram,
cablegram or other means of electronic transmission sets forth or is submitted
with information from which it can be determined that the telegram, cablegram or
other electronic transmission was duly authorized by the stockholder. Such proxy
must be filed with the Secretary of the Corporation or the inspectors of
election at or before the time of

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the meeting. 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 with the Secretary an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date.

     (c)  If expressly authorized by the board of directors in accordance with
these bylaws and applicable law, and subject to such guidelines and procedures
as the board of directors may adopt, stockholders and proxy holders not
physically present at a meeting of stockholders may, by means of remote
communication (including, without limitation, by means of conference telephone
or other communications equipment by means of which persons participating in the
meeting can hear each other), (a) participate in a meeting of stockholders and
(b) be deemed present in person and vote at a meeting of stockholders, whether
such meeting is to be held at a designated place or solely by means of remote
communication, provided that (i) the Corporation shall implement reasonable
measures to verify that each person deemed present and permitted to vote at the
meeting by means of remote communication is a stockholder or proxy holder, (ii)
the Corporation shall implement reasonable measures to provide such stockholders
and proxy holders a reasonable opportunity to participate in the meeting and to
vote on matters submitted to the stockholders, including an opportunity to read
or hear the proceedings of the meeting substantially concurrently with such
proceedings, and (iii) if any stockholder or proxy holder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Corporation.

     2.10 RECORD DATE.

     (a)  For the purpose of determining 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 of any change, conversion,
or exchange of stock or for the purpose of any other lawful action, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors. Such date in any case shall not be more than 60 days or less than ten
days prior to any such meeting nor more than 60 days prior to any other action.
If no record date is fixed:

          (i)   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.

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          (ii)  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.

          (iii) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

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

     2.11 CONDUCT OF MEETINGS. The Chairman, if such position has been filled,
shall preside at all meetings of stockholders as the chairman of the meeting. In
the absence or inability to act of the Chairman at any meeting of the
stockholders, a chairman of the meeting shall be appointed to preside at such
meeting of the stockholders by a majority of the board of directors present at
such meeting. The board of directors of the Corporation may adopt by resolution
such rules or regulations for the conduct of meetings of stockholders as it
shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the board of directors, the chair of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chair, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chair of the meeting, may, but shall not be required to,
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on

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attendance at or participation in the meeting, to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chair shall permit; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof, and (v) limitations on the time
allotted to questions or comments by participants. Unless, and to the extent
determined by the board of directors or the chair of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules of
parliamentary procedure. The Secretary shall keep the records of each meeting of
stockholders. In the absence or inability to act of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these bylaws or by some other
officer appointed by the board of directors.

     2.12 INSPECTORS.

     (a)  The board of directors may, in advance of any meeting of stockholders,
appoint one or more inspectors to act at such meeting or any adjournment
thereof. If any of the inspectors so appointed shall fail to appear or act, the
chairman of the meeting shall, or if inspectors shall not have been appointed,
the chairman of the meeting may, appoint one or more inspectors. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability.

     (b)  The inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the number of shares present in
person or by proxy at such meeting and the validity of proxies and ballots,
(iii) count all votes and ballots, (iv) determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors and (v) certify their determination of the number of such
shares present in person or by proxy at such meeting and their count of all
votes and ballots. In addition, at the time the inspectors make their
certification pursuant to this paragraph (b), the inspectors shall specify any
information provided in accordance with SECTION 2.9(b) of these bylaws and any
other information permitted by applicable law upon which they relied in
determining the validity and counting of proxies and ballots. The inspectors may
appoint or retain other persons or entities to assist them in the performance of
their duties. On request of the chairman of the meeting, the inspectors shall
make a report in writing of any challenge, request, or matter determined by them
and shall execute a certificate of any fact found by them.

     (c)  The chairman of the meeting shall announce at the meeting the date and
time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting. No ballots, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the inspectors
after the closing of the

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polls unless the Court of Chancery of the State of Delaware upon application by
any stockholder shall determine otherwise.

     2.13 ADJOURNMENTS. Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other date, time
and/or place, and notice need not be given of any such adjourned meeting if the
date, time, place, if any, thereof and the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting are announced at the meeting at which the
adjournment is taken. At any adjourned meeting at which a quorum shall be
present, in person or by proxy, any business may be transacted which may have
been transacted at the original meeting had a quorum been present; provided
that, if the adjournment is for more than 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
adjourned meeting.

     2.14 ACTION WITHOUT A MEETING.

     (a)  Any action required or permitted to be taken by the stockholders of
the Corporation at any annual or special meeting of the stockholders may be
taken without a meeting only as provided in the Certificate of Incorporation.

     (b)  A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxy holder, or by a
person or persons authorized to act for a stockholder or proxy holder, shall be
deemed to be written, signed and dated for the purposes of Section 228(d)(1) of
the DGCL and the Certificate of Incorporation, provided that any such telegram,
cablegram or other electronic transmission sets forth or is delivered with
information from which the Corporation can determine (A) that the telegram,
cablegram or other electronic transmission was transmitted by the stockholder or
proxy holder or by a person or persons authorized to act for the stockholder or
proxy holder and (b) the date on which such stockholder or proxy holder or
authorized person or persons transmitted such telegram, cablegram or electronic
transmission. The date on which such telegram, cablegram or electronic
transmission is transmitted shall be deemed to be the date on which such consent
was signed. No consent given by telegram, cablegram or other electronic
transmission shall be deemed to have been delivered until such consent is
reproduced in paper form and until such paper form shall be delivered to the
Corporation by delivery to its registered office, its principal place of
business or any officer or agent of the Corporation having custody of the books
in which proceedings of meetings of stockholders are recorded. Delivery made to
a Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested. Notwithstanding the forgoing
limitations on delivery, consents given by telegram, cablegram or other
electronic transmission may be otherwise delivered to the principal place of
business of the Corporation or to an officer or agent of the Corporation having
custody of the books in which proceedings of meetings of

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stockholders are recorded if, to the extent and in the manner provided by
resolution of the board of directors or governing body of the Corporation.

                                   ARTICLE III

                                    DIRECTORS

     3.1  MANAGEMENT. The business and property of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the Certificate of Incorporation, or these bylaws, the board of directors may
exercise all the powers of the Corporation.

     3.2  NUMBER; QUALIFICATION; ELECTION; TERM.

     (a)  The number of directors which shall constitute the entire board of
directors shall be eight; provided, that, unless otherwise provided in the
Certificate of Incorporation, the number of directors constituting the entire
board of directors may be increased or decreased from time to time exclusively
by resolution adopted by the board of directors and shall consist of no less
than three and no more than fifteen members. The tenure and qualifications of
directors on the board of directors of the Corporation shall be as provided
herein and in the Certificate of Incorporation. Each director shall hold office
until such director's successor is elected and qualified or until such
director's earlier death, resignation or removal.

     (b)  Except as otherwise required by law, the Certificate of Incorporation,
or these bylaws, the directors shall be elected at an annual meeting of the
stockholders at which a quorum is present. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
and entitled to vote on the election of directors. None of the directors need be
a stockholder of the Corporation or a resident of Delaware. Each director must
have attained the age of majority.

     (c)  Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Certificate of Incorporation or the resolution or resolutions
adopted by the board of directors pursuant to the Certificate of Incorporation
and applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this bylaw unless expressly provided by such terms.

     3.3  CHAIRMAN. The board of directors shall elect one of its members as
Chairman. The Chairman, if present, shall preside at all meetings of the board
of directors. The Chairman shall have the powers and duties usually and
customarily associated with the position of a non-executive Chairman and shall
have such other powers and duties as may be assigned to him by the board of
directors. In his capacity as

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Chairman, he shall not necessarily be an officer of the Corporation, but he
shall be eligible to serve, in addition, as an officer pursuant to Article VI of
these bylaws; PROVIDED, HOWEVER, that under no circumstances shall the Chairman
also serve as the President or chief executive officer of the Corporation.

     3.4  CHANGE IN NUMBER. No decrease in the number of directors constituting
the entire board of directors shall have the effect of shortening the term of
any incumbent director.

     3.5  REMOVAL; RESIGNATION. A director may be removed from the board of
directors in accordance with the Certificate of Incorporation. A director may
resign from the board of directors as provided in Section 9.6 hereof.

     3.6  NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from any increase in the number of directors and any vacancies
occurring in the board of directors resulting from death, resignation,
disqualification, removal or other cause shall be filled as provided in the
Certificate of Incorporation.

     3.7  NOMINATION OF DIRECTOR CANDIDATES. Nominations for election to the
board of directors shall be as provided in the Certificate of Incorporation.

     3.8  MEETINGS OF DIRECTORS, CORPORATE OFFICERS; BOOKS AND RECORDS. The
directors may hold their meetings and may have an office or offices and keep the
books of the Corporation, except as otherwise provided by statute, in such place
or places within or without the State of Delaware as the board of directors may
from time to time determine or as shall be specified in the notice of such
meeting.

     3.9  FIRST MEETING. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, on the same day and at the same place as the annual
meeting of stockholders, and no notice of such meeting shall be necessary. If a
newly elected board of directors fails to hold its first meeting on the same day
at the same place as the annual meeting of stockholders, the first meeting of
the newly elected board of directors after each election of new directors
thereto shall be held at such time and place as shall be specified in a notice
given as provided in these bylaws for special meetings of the board of
directors, or as shall be specified in a written waiver of notice signed by all
of the directors.

     3.10 ELECTION OF OFFICERS. At the first meeting of the board of directors
held in conjunction with each annual meeting of stockholders as described in
Section 3.9 hereof at which a quorum shall be present, the board of directors
shall elect the officers of the Corporation.

     3.11 REGULAR MEETINGS. Regular meetings of the board of directors shall be
held at such times and places as shall be designated from time to time by the
board of directors. Notice of such regular meetings shall not be required.

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     3.12 SPECIAL MEETINGS. Special meetings of the board of directors shall be
held whenever called by the Chairman, the President, or, upon the request in
writing of two or more directors, by any other officer of the Corporation.

     3.13 NOTICE. The Secretary or, in the absence or inability to act of the
Secretary, any person designated by the Chairman or President, shall give notice
of each special meeting to each director at least 24 hours before the meeting;
provided, however, that if a special meeting of the board of directors is called
by the Chairman such meeting may be called upon such notice as the Chairman
deems appropriate. Notice of any such meeting need not be given to any director
who shall, either before or after the meeting, submit a signed waiver of notice
or who shall attend such meeting without protesting, prior to or at its
commencement, the lack of notice to him. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting. Notice may
be given by telephone to the director personally or to any person reasonably
believed to be accepting messages for such director, or by electronic
transmission, as defined in Section 2.4(d), or otherwise in writing in
accordance with Section 5.1 hereof.

     3.14 QUORUM; MAJORITY VOTE. At all meetings of the board of directors, a
majority of the directors elected or appointed in the manner provided in these
bylaws and the Certificate of Incorporation shall constitute a quorum for the
transaction of business. If at any meeting of the board of directors there be
less than a quorum present, a majority of those present or any director solely
present may adjourn the meeting from time to time without further notice. Unless
the act of a greater number is required by law, the Certificate of Incorporation
or these bylaws, the act of a majority of the directors present at a meeting at
which a quorum is in attendance shall be the act of the board of directors. At
any time that the Certificate of Incorporation provides that directors elected
by the holders of a class or series of stock shall have more or less than one
vote per director on any matter, every reference in these bylaws to a majority
or other proportion of directors shall refer to a majority or other proportion
of the votes of such directors.

     3.15 PROCEDURE. At meetings of the board of directors, business shall be
transacted in such order as from time to time the board of directors may
determine. The Chairman, if such position has been filled, shall preside at all
meetings of the board of directors. In the absence or inability to act of the
Chairman at any meeting of the board of directors, a chairman of the meeting
shall be chosen by a majority of the board of directors present at such meeting
from among the directors present to preside at such meeting of the board of
directors. The Secretary of the Corporation shall act as the secretary of each
meeting of the board of directors unless the board of directors appoints another
person to act as secretary of the meeting. The board of directors shall keep
regular minutes of its proceedings which shall be placed in the minute book of
the Corporation.

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     3.16 COMPENSATION. The board of directors shall have the authority to fix
the compensation, including any stated retainer, fees and reimbursement of
expenses, paid to directors for their services as such, including without
limitation for attendance at regular or special meetings of the board of
directors; provided, that nothing contained herein shall be construed to
preclude any director from serving the Corporation in any other capacity or
receiving compensation therefor. No additional compensation shall be paid to a
director for serving as Chairman, nor shall any additional compensation for
serving as a director or committee member be paid to any employee of the
Corporation or any subsidiary thereof, other than the reimbursement of expenses.
Otherwise, committee members may, by resolution of the board of directors, be
allowed a fixed sum and expenses of attendance, if any, for attending any
committee meeting.

     3.17 ACTION BY WRITTEN CONSENT. Unless otherwise restricted by the
Certificate of Incorporation or by these bylaws, any action required or
permitted to be taken at a meeting of the board of directors, or of any
committee of the board of directors, may be taken without a meeting if all the
directors or all the committee members, as the case may be, entitled to vote
with respect to the subject matter thereof, consent or consents thereto in
writing or by electronic transmission, and such writing or writings or
electronic transmission or transmissions shall have the same force and effect as
a vote of such directors or committee members, as the case may be, and may be
stated as such in any certificate or document filed with the Secretary of State
of the State of Delaware or in any certificate delivered to any person. Such
writing or writings or electronic transmission or transmissions shall be filed
with the minutes of proceedings of the board or committee, as the case may be.
Such filing shall be in paper form if the minutes are maintained in paper form
and shall be in electronic form if the minutes are maintained in electronic
form.

     3.18 TELEPHONIC MEETINGS PERMITTED. Members of the board of directors, or
any committee designated by the board, may participate in a meeting of such
board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

     3.19 RELIANCE UPON RECORDS. Every director, and every member of any
committee of the board of directors, shall, in the performance of his duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of its officers or employees, or committees of the board of
directors, or by any other person as to matters the director or member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation, including, but not limited to, such records, information, opinions,
reports or statements as to the value and amount of the assets, liabilities
and/or net profits of the Corporation, or any other facts pertinent to the
existence and amount of

                                       12
<Page>


surplus or other funds from which dividends might properly be declared and paid,
or with which the Corporation's capital stock might properly be purchased or
redeemed.

     3.20 INTERESTED DIRECTORS.

          Subject to any other requirements under the U.S. Internal Revenue Code
of 1986, as it may be amended from time to time, the federal securities laws, or
any other applicable laws or regulations relating to the subject matter in this
Section 3.20 (as used in this Section 3.20, "applicable laws or regulations"),
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 a 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 which authorizes the contract or transaction, or solely
because any such director's or officer's votes are counted for such purpose, if:
(a) the material facts as to such director's or officer's relationship or
interest and as to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board of directors 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
are less than a quorum; (b) the material facts as to such director's or
officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders having voting power as to such
subject matter pursuant to the Certificate of Incorporation, and entitled to
vote as to such subject matter, and the contract or transaction is specifically
approved in good faith by the vote of such stockholders having such voting power
and entitled to vote on such subject matter; or (c) the contract or transaction
is fair as to the Corporation as of the time it is authorized, approved or
ratified, by the board of directors, a committee or the stockholders. Except as
otherwise provided in applicable law or regulation, common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee which authorizes the contract or
transaction.

                                   ARTICLE IV

                                   COMMITTEES

     4.1  DESIGNATION. The board of directors may, by resolution adopted by a
majority of the entire board of directors, designate one or more committees.

     4.2  NUMBER; QUALIFICATION; TERM. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his death or

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removal as a committee member or as a director. A committee member may resign
from such committee as provided in Section 9.6 hereof.

     4.3  AUTHORITY. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
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 to the extent expressly
restricted by law, the Certificate of Incorporation, or these bylaws.
Notwithstanding the foregoing, no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation under Sections 251, 252, 254, 255, 256,
257, 258, 263 or 264 of the DGCL, 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 a dissolution, or adopting, amending or repealing the bylaws of
the Corporation. Notwithstanding the foregoing, a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the board of directors as provided in subsection (a) of
Section 151 of the DGCL, fix the designations, preferences, and relative,
participating, optional or other special rights, and qualifications,
limitations, or restrictions of such shares, including, without limitation, as
to dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series.
Unless a resolution of the board, the Certificate of Incorporation or any
provision of these bylaws expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger pursuant to Section 253
of the DGCL.

     4.4  COMMITTEE CHANGES. The board of directors shall have the power at any
time to fill vacancies in, to change the membership of, and to discharge any
committee.

     4.5  ALTERNATE MEMBERS OF COMMITTEES. The board of directors may designate
one or more directors as alternate members of any committee. Any such alternate
member may replace any absent or disqualified member at any meeting of the
committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee 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 of directors to act at the meeting in the
place of any such absent or disqualified member.

     4.6  REGULAR MEETINGS. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

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<Page>


     4.7  SPECIAL MEETINGS. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least 24 hours before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

     4.8  QUORUM; MAJORITY VOTE. At meetings of any committee, a majority of the
number of members designated by the board of directors shall constitute a quorum
for the transaction of business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Certificate of Incorporation, or
these bylaws.

     4.9  MINUTES. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the Corporation.

     4.10 RESPONSIBILITY. The designation of any committee and the delegation of
authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.

     4.11 ACTION TELEPHONICALLY OR WITHOUT MEETING. Committee members may act by
telephonic or other communications equipment or by written consent as provided
in Sections 3.17 and 3.18 hereof.

                                    ARTICLE V

                                     NOTICE

     5.1  METHOD. Whenever by statute, the Certificate of Incorporation, or
these bylaws, notice is required to be given to any committee member, director,
or stockholder and no provision is made as to how such notice shall be given,
personal notice shall not be required and any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to such committee member, director,
or stockholder at his address as it appears on the books or (in the case of a
stockholder) the stock transfer records of the Corporation, or (b) by any other
method permitted by law (including but not limited to electronic transmission
(as defined in Section 2.4(d)) or overnight courier service). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to

                                       15
<Page>


be delivered and given at the time delivered to such service with all charges
prepaid and addressed as aforesaid. Any notice required or permitted to be given
by electronic transmission shall be deemed to be delivered and given at the time
transmitted with all charges prepaid and addressed as aforesaid.

     5.2  WAIVER. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
Certificate of Incorporation, or these bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, or a waiver by
electronic transmission (as defined in Section 2.4(d)) by the person entitled to
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                   ARTICLE VI

                                    OFFICERS

     6.1  NUMBER; TITLES; TERM OF OFFICE. The officers of the Corporation shall
be a President, a Secretary, a Treasurer, and such other officers as the board
of directors may from time to time elect. Elected officers may include, without
limitation, one or more Vice Presidents, Senior Vice Presidents or Executive
Vice Presidents. Unless any such officer's title is expressly set forth below,
such officer shall have such descriptive title as the board of directors shall
determine. Unless a description of such officer's services is expressly set
forth below, such officer shall perform such services as requested by the board
of directors or the President. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, until his
death, or until he shall resign or shall have been removed in the manner
hereinafter provided. Any two or more offices may be held by the same person.
None of the officers need be a stockholder or a director of the Corporation or a
resident of the State of Delaware.

     6.2  REMOVAL; RESIGNATION. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not of itself create contract
rights. The chief executive officer, or, in the absence of a chief executive
officer, the President, may suspend the powers, authority, responsibilities and
compensation of any elected officer or appointed subordinate officer for a
period of time sufficient to permit the board or the appropriate committee of
the board a reasonable opportunity to consider and act upon a resolution
relating to the reinstatement, further suspension or removal of such person. In
addition, an officer may resign from office as provided in Section 9.6 hereof.

                                       16
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     6.3  VACANCIES. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal, or otherwise) may be filled by the board of
directors, a committee of the board of directors, and/or the chief executive
officer (or, in the absence of such officer, the President) in the same manner
as provided in the election or appointment of such person.

     6.4  AUTHORITY. Officers shall have such authority and perform such duties
in the management of the Corporation as are provided in these bylaws or as may
be determined by resolution of the board of directors not inconsistent with
these bylaws.

     6.5  COMPENSATION. The compensation, if any, of officers shall be fixed
from time to time by the board of directors; provided, however, that the board
of directors may delegate the power to determine the compensation of any officer
(other than the officer to whom such power is delegated) to the President and/or
chief executive officer.

     6.6  THE PRESIDENT. The President may be the chief executive officer and/or
the chief operating officer of the Corporation. If so designated as chief
executive officer by the board of directors, he shall have the general direction
of the affairs of the Corporation and, if so designated as chief operating
officer of the Corporation, he shall have the general direction of the
operations of the Corporation. In addition to, or in lieu of, the President
acting as chief executive officer and/or chief operating officer, the President
shall, unless otherwise directed by the board of directors, have general
executive responsibility for the conduct of the business and affairs of the
Corporation and shall assume such other duties as the board of directors may
assign from time to time. The President may sign certificates for shares of the
Corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or
other instruments on behalf of the Corporation, unless the board of directors
has expressly reserved authority to approve any such documents or instruments
for the Board's approval, and except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed. The President shall appoint and
discharge agents and employees of the Corporation, and in general, shall perform
all duties incident to the office of President. Notwithstanding anything to the
contrary in these bylaws, during occasions that the President is absent, has
vacated his office, or otherwise is unable or refuses to perform the duties of
the President, those duties will be performed by the Vice President (in order of
their seniority as determined by the board of directors, or, in the absence of
such determination, as determined by the length of time they have held the
office of Vice President) until such time as the board of directors either makes
a determination that another person should act in that capacity or elects a new
President. Under no circumstances shall the President serve as Chairman of the
corporation.

     6.7  THE VICE PRESIDENTS. The Vice Presidents, including any Executive Vice
President or Senior Vice President, shall perform such duties and have such
powers as the board of directors or the President may from time to time
prescribe.

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     6.8  THE SECRETARY. Except as otherwise provided in the Certificate of
Incorporation or these bylaws, the Secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required; shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the board of directors;
shall perform such other duties as may be prescribed by the board of directors
or the President; and shall keep in safe custody the corporate seal of the
Corporation and when authorized by the board of directors, shall affix the same
to any instrument requiring it and when so affixed, it shall be attested by the
signature of the Secretary or by the signature of an Assistant Secretary.

     6.9  ASSISTANT SECRETARIES. The Assistant Secretaries in the order of their
seniority shall, in the event that the Secretary is absent, or has vacated his
office, or is unable or unwilling to act, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the board of directors or the President may from time to time
prescribe.

     6.10 THE TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the board of directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the board of
directors taking proper vouchers for such disbursements, and shall render to the
President and the board of directors, at its regular meetings or when the
President or board of directors so requires, an account of all transactions of
the Corporation performed under his supervision as Treasurer. The Treasurer
shall perform such other duties as may be prescribed by the board of directors
or the President.

     6.11 SUBORDINATE OFFICERS; DELEGATED AUTHORITY TO APPOINT SUBORDINATE
OFFICERS. In addition to officers elected by the board of directors, the board
of directors may from time to time appoint one or more vice presidents
(including any executive and/or senior vice presidents), assistant vice
presidents, assistant secretaries, assistant treasurers, assistant comptrollers,
and such other subordinate officers as the board of directors may deem
advisable. The board of directors may grant to any committee of the board, the
chief executive officer, or, in the absence of a chief executive officer, the
President, the power and authority to appoint such subordinate officers and to
prescribe their respective terms of office, powers, authority and
responsibilities. Each subordinate officer shall hold his position at the
pleasure of the board of directors, the committee of the board appointing him,
the chief executive officer, the President and any other officer to whom such
subordinate officer reports.

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<Page>


     6.12 BOND. If required by the board of directors, the Treasurer and any
other officer identified by the board of directors shall give the Corporation a
bond (which shall be renewed as required from time to time) or such other
security as the board may request in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful performance
of the duties of the office and for the restoration to the Corporation, in case
of the death, resignation, retirement or removal from office of the Treasurer,
of all books, papers, vouchers, money and other property of whatever kind in the
possession or under the control of the Treasurer belonging to the Corporation.

     6.13 ASSISTANT TREASURERS. The Assistant Treasurers, in the order of their
seniority, unless otherwise determined by the board of directors, shall in the
event the Treasurer is absent, or has vacated his office, or is unable or
refuses to act, perform the duties and exercise the powers of the Treasurer.
They shall perform such other duties and have such other powers as the board of
directors or the President may from time to time prescribe.

                                   ARTICLE VII

                          CERTIFICATES AND STOCKHOLDERS

     7.1  CERTIFICATES FOR SHARES. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by any authorized officer of the
Corporation. Any and all signatures on the certificate may be a facsimile and
may be affixed or imprinted with the seal of the Corporation or a facsimile
thereof. If any officer, transfer agent, or registrar who has signed, or whose
facsimile signature has been placed upon, a certificate has ceased to be such
officer, transfer agent, or registrar before such certificate is issued, such
certificate 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. The
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation (which shall include the books of any transfer agent
appointed by the board of directors) as they are issued and shall exhibit the
registered owner's name and the number of shares.

     7.2  REPLACEMENT OF LOST OR DESTROYED CERTIFICATES. The Corporation may
direct the issuance of a new certificate or certificates to be issued in place
of a certificate or certificates theretofore issued by the Corporation and
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate or certificates representing shares
to be lost or destroyed. In addition, the Corporation may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond with a surety or sureties satisfactory to the Corporation in
such sum as it may direct as indemnity against any claim, or expense resulting
from a claim, that

                                       19
<Page>


may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost or destroyed.

     7.3  TRANSFER OF SHARES. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.
Notwithstanding the foregoing, no new certificate shall be issued unless and
until the surrendering stockholder provides a written opinion of counsel
reasonably acceptable to the Corporation or other evidence acceptable to the
Corporation of compliance with all applicable federal, state and foreign
securities laws.

     7.4  REGISTERED STOCKHOLDERS. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

     7.5  REGULATIONS. The board of directors shall have the power and authority
to make all such rules and regulations as they may deem expedient concerning the
issue, transfer, and registration or the replacement of certificates for shares
of stock of the Corporation, including compliance with applicable law.

     7.6  LEGENDS. The Corporation shall have the power and authority to provide
that certificates representing shares of stock bear such legends as the
Corporation deems appropriate to assure that the Corporation does not become
liable for violations of federal or state securities laws or other applicable
law.

                                  ARTICLE VIII

                                 INDEMNIFICATION

    8.1   RIGHT TO INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subject to the
other provisions of this article, the Corporation shall indemnify and advance
expenses to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including, but not limited to, judgments,
fines, payments in settlements, costs of investigation, attorneys' fees and
other expenses) reasonably incurred by or on behalf of such person in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "PROCEEDING"), in which such
director or officer was or is made or is threatened to be made a party or is
otherwise involved by

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reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or member of any other corporation,
partnership, joint venture, trust, organization or other enterprise. The
Corporation shall not be required to indemnify a person in connection with a
Proceeding initiated by such person if the Proceeding was not authorized by the
board of directors of the Corporation.

     8.2  ADVANCEMENT OF EXPENSES OF DIRECTORS AND OFFICERS. The Corporation
shall pay the expenses of directors and officers incurred in defending any
Proceeding in advance of its final disposition ("ADVANCEMENT OF EXPENSES");
provided, however, that the payment of expenses incurred by a director or
officer in advance of the final disposition of the Proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this article or otherwise; provided, that
no bond or other security shall be required to secure such undertaking.

     8.3  CLAIMS BY OFFICERS OR DIRECTORS. If a claim for indemnification or
Advancement of Expenses by an officer or director under this article is not paid
in full within ninety days after a written claim therefor has been received by
the Corporation, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or Advancement of Expenses under applicable law.

     8.4  INDEMNIFICATION OF EMPLOYEES. Subject to the other provisions of this
article, the Corporation may indemnify and advance expenses to every employee
who is not a director or officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, costs of investigation, attorneys' fees and other expenses)
reasonably incurred by or on behalf of such person in connection with any
threatened, pending or completed action, suit or Proceeding in which such
employee was or is made or is threatened to be made a party or is otherwise
involved by reason of the fact that such person is or was an employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or member of any other corporation,
partnership, joint venture, trust, organization or other enterprise. The
ultimate determination of entitlement to indemnification of employees who are
not officers and directors shall be made in such manner as is provided by
applicable law. The Corporation shall not be required to indemnify a person in
connection with a Proceeding initiated by such person if the Proceeding was not
authorized by the board of directors of the Corporation.

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     8.5  ADVANCEMENT OF EXPENSES OF EMPLOYEES. The advancement of expenses of
an employee who is not an officer or director shall be made by or in the manner
provided by resolution of the board of directors or by a committee of the board
of directors of the Corporation.

     8.6  NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this
Article VIII shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

     8.7  OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director, officer
or employee of another corporation, partnership, joint venture, trust,
organization or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, organization or other enterprise.

     8.8  INSURANCE. The board of directors may, to the full extent permitted by
applicable law as it presently exists, or may hereafter be amended from time to
time, authorize an appropriate officer or officers to purchase and maintain at
the Corporation's expense insurance: (i) to indemnify the Corporation for any
obligation which it incurs as a result of the indemnification of directors,
officers, and employees under the provisions of this Article VIII; and (ii) to
indemnify or insure directors, officers and employees against liability in
instances in which they may not otherwise be indemnified by the Corporation
under the provisions of this Article VIII.

     8.9  AMENDMENT OR REPEAL. Any repeal or modification of the foregoing
provisions of this Article VIII shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     9.1  DIVIDENDS. Subject to provisions of law and the Certificate of
Incorporation, dividends may be declared by the board of directors at any
regular or special meeting and may be paid in cash, in property, or in shares of
stock of the Corporation. Such declaration and payment shall be at the
discretion of the board of directors and in compliance with the DGCL.

     9.2  RESERVES. There may be created by the board of directors out of funds
of the Corporation legally available therefor such reserve or reserves as the
directors from time to time, in their discretion, consider proper to provide for
contingencies, to equalize dividends, or to repair or maintain any property of
the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the

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board of directors may modify or abolish any such reserve in the manner in which
it was created.

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

     9.4  FISCAL YEAR. The fiscal year of the Corporation shall end on December
31 of each year, provided that the fiscal year may be changed from time to time
by resolution of the board of directors.

     9.5  SEAL. The corporate seal shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal Delaware." The seal of the Corporation
may be changed from time to time by the board of directors. The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.

     9.6  RESIGNATIONS. Any director or committee member may resign by giving
notice in writing or by electronic transmission to the board of directors, the
Chairman, the President, or the Secretary. Any officer may resign by giving
written notice to the board of directors, the Chairman, the President or the
Secretary. Such resignation shall take effect at the time specified therein or,
if no time is specified therein, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

     9.7  SECURITIES OF OTHER CORPORATIONS. The President or any Vice President
(including any Executive or Senior Vice President) of the Corporation shall have
the power and authority to transfer, endorse for transfer, vote, consent, or
take any other action with respect to any securities of another issuer which may
be held or owned by the Corporation and to make, execute, and deliver any
waiver, proxy, or consent with respect to any such securities.

     9.8 INVALID PROVISIONS. If any part of these bylaws shall be held invalid
or inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.

     9.9  MORTGAGES, ETC. With respect to any deed, deed of trust, mortgage, or
other instrument executed by the Corporation through its duly authorized officer
or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.

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     9.10 CHECKS. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

     9.11 HEADINGS. The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

     9.12 REFERENCES. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender shall
include each other gender where appropriate.

     9.13 AMENDMENTS. Subject to the provisions of the Certificate of
Incorporation, these bylaws may be altered, amended or repealed at any regular
meeting of the stockholders (or at any special meeting thereof duly called for
that purpose) by a majority vote of the shares represented and entitled to vote
at such meeting; provided that in the notice of such special meeting notice of
such purpose shall be given. Subject to the laws of the State of Delaware, the
Certificate of Incorporation and these bylaws, the board of directors may by
majority vote of those present at any meeting at which a quorum is present
alter, amend or repeal these bylaws, or enact such other bylaws as in their
judgment may be advisable for the regulation of the conduct of the affairs of
the Corporation.

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          The undersigned, being the Secretary of the Corporation, hereby
certifies that the foregoing bylaws were amended and restated by the board of
directors of the Corporation as of March 19, 2002.


                                                 ------------------------------
                                                 Deidra D. Gold, Secretary

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