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                                                                     EXHIBIT 3.1




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                                 RESTATED BYLAWS

                                       OF

                        STERLING CHEMICALS HOLDINGS, INC.









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                        EFFECTIVE AS OF DECEMBER 18, 2001

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                                TABLE OF CONTENTS

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<Caption>
                                                                           Page
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ARTICLE I - OFFICES AND RECORDS...........................................   1

       Section 1.01     Registered Office and Agent.......................   1
       Section 1.02     Other Offices.....................................   1
       Section 1.03     Books and Records.................................   1

ARTICLE II - MEETINGS OF STOCKHOLDERS.....................................   1

       Section 2.01     Annual Meeting....................................   1
       Section 2.02     Special Meetings..................................   2
       Section 2.03     Place of Meetings.................................   2
       Section 2.04     Notice of Meetings................................   2
       Section 2.05     Voting List.......................................   3
       Section 2.06     Quorum and Adjournment............................   3
       Section 2.07     Adjourned Meetings................................   3
       Section 2.08     Voting............................................   4
       Section 2.09     Proxies...........................................   5
       Section 2.10     Record Date.......................................   5
       Section 2.11     Conduct of Meetings; Agenda.......................   6
       Section 2.12     Inspectors of Election; Opening and Closing of
                          Polls...........................................   6
       Section 2.13     Procedures for Bringing Business Before
                          Meetings........................................   7
       Section 2.14     Action Without Meeting............................   8

ARTICLE III - BOARD OF DIRECTORS - POWERS, NUMBER, NOMINATIONS,
              RESIGNATIONS, REMOVAL, VACANCIES AND COMPENSATION...........   8

       Section 3.01     Management........................................   8
       Section 3.02     Number, Qualification and Term of Office..........   9
       Section 3.03     Nominations.......................................   9
       Section 3.04     Resignations......................................  11
       Section 3.05     Removal...........................................  11
       Section 3.06     Vacancies.........................................  11
       Section 3.07     Subject to Rights of Holders of Preferred Stock...  12
       Section 3.08     Subject to Rights of Certain Stockholders under
                          Voting Agreement................................  12
       Section 3.09     Compensation......................................  12

ARTICLE IV - BOARD OF DIRECTORS - MEETINGS AND ACTIONS....................  12

       Section 4.01     Regular Meetings..................................  12
       Section 4.02     Special Meetings..................................  12
       Section 4.03     Quorum; Voting....................................  12
       Section 4.04     Chairman of the Board.............................  13
</Table>


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<PAGE>

<Table>
<Caption>
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       Section 4.05     Conduct of Meetings; Presiding Officer and
                          Secretary.......................................  13
       Section 4.06     Action Without Meeting............................  13
       Section 4.07     Telephonic Meetings...............................  13

ARTICLE V - COMMITTEES OF THE BOARD OF DIRECTORS..........................  14

       Section 5.01     Executive Committee...............................  14
       Section 5.02     Other Committees..................................  14
       Section 5.03     Term..............................................  14
       Section 5.04     Committee Changes; Removal........................  14
       Section 5.05     Alternate Members.................................  14
       Section 5.06     Rules and Procedures..............................  15
       Section 5.07     Action Without Meeting............................  15
       Section 5.08     Telephonic Meetings...............................  15
       Section 5.09     Resignations......................................  15
       Section 5.10     Limitations on Authority..........................  15

ARTICLE VI - OFFICERS ....................................................  16

       Section 6.01     Number; Titles; Qualification; Term of Office.....  16
       Section 6.02     Election..........................................  17
       Section 6.03     Removal...........................................  17
       Section 6.04     Resignations......................................  17
       Section 6.05     Vacancies.........................................  17
       Section 6.06     Salaries..........................................  17
       Section 6.07     Executive Chairman................................  17
       Section 6.08     Chief Executive Officer...........................  18
       Section 6.09     President.........................................  18
       Section 6.10     Vice Presidents...................................  18
       Section 6.11     Treasurer.........................................  19
       Section 6.12     Assistant Treasurers..............................  19
       Section 6.13     Secretary.........................................  19
       Section 6.14     Assistant Secretaries.............................  19

ARTICLE VII - CAPITAL STOCK...............................................  20

       Section 7.01     Certificates......................................  20
       Section 7.02     Signatures on Certificates........................  20
       Section 7.03     Legends...........................................  20
       Section 7.04     Lost, Stolen or Destroyed Certificates............  20
       Section 7.05     Transfer of Shares................................  21
       Section 7.06     Registered Stockholders...........................  21
       Section 7.07     Regulations.......................................  21
       Section 7.08     Stock Options, Warrants, etc......................  21
</Table>


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ARTICLE VIII - INDEMNIFICATION............................................  21

       Section 8.01     Third Party Actions...............................  21
       Section 8.02     Actions By or in the Right of the Corporation.....  22
       Section 8.03     Certain Limitations...............................  23
       Section 8.04     Expenses..........................................  23
       Section 8.05     Non-exclusivity...................................  23
       Section 8.06     Enforceability....................................  24
       Section 8.07     Survival..........................................  24
       Section 8.08     Amendment.........................................  24
       Section 8.09     Definitions.......................................  24

ARTICLE IX - NOTICES AND WAIVERS..........................................  25

       Section 9.01     Methods of Giving Notices.........................  25
       Section 9.02     Waiver of Notice..................................  25

ARTICLE X - MISCELLANEOUS PROVISIONS......................................  25

       Section 10.01     Dividends........................................  25
       Section 10.02     Reserves.........................................  26
       Section 10.03     Checks...........................................  26
       Section 10.04     Corporate Contracts and Instruments..............  26
       Section 10.05     Limitation of Access of Stockholders to Books
                           and Records....................................  26
       Section 10.06     Attestation......................................  26
       Section 10.07     Fiscal Year......................................  26
       Section 10.08     Seal.............................................  26
       Section 10.09     Invalid Provisions...............................  27
       Section 10.10     Headings.........................................  27
       Section 10.11     References/Gender/Number.........................  27
       Section 10.12     Amendments.......................................  27
</Table>


                                      -iii-
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                                 RESTATED BYLAWS

                                       OF

                        STERLING CHEMICALS HOLDINGS, INC.

            [As amended through, and effective on, December 18, 2001]

                                    PREAMBLE

              These Bylaws are subject to, and governed by, the General
Corporation Law of the State of Delaware ("DGCL") and the Certificate of
Incorporation of the Corporation, as amended (the "Certificate of
Incorporation", such term to include the resolutions of the Board of Directors
of the Corporation creating any series of preferred stock, par value $0.01 per
share, of 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 and Records

              Section 1.01. Registered Office and Agent. The registered office
and registered agent of the Corporation shall be as 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.

              Section 1.02. 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 of the Corporation (the "Board of Directors") may from time
to time determine or the business of the Corporation may require.

              Section 1.03. Books and Records. The books and records of the
Corporation may be kept at the Corporation's principal executive office in
Houston, Texas or at such other locations outside the State of Delaware as may
from time to time be designated by the Board of Directors.

                                   ARTICLE II

                            Meetings of Stockholders

              Section 2.01. Annual Meetings. An annual meeting of the
Corporation's stockholders (the "Stockholders") shall be held each calendar year
for the purposes of (i) electing directors as provided in Section 3.02 and (ii)
transacting such other business as may properly be brought before the meeting.
Each annual meeting shall be held on such date (no later than 13


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months after the date of the last annual meeting of Stockholders) and at such
time as shall be designated by the Board of Directors and stated in the notice
or waivers of notice of such meeting.

              Section 2.02. Special Meetings. (a) Special meetings of the
Stockholders, for any purpose or purposes, may be called at any time by the
Chairman of the Board (if any) or the Chief Executive Officer and shall be
called by the Secretary at the written request, or by resolution adopted by the
affirmative vote, of a majority of the total number of directors which the
Corporation would have if there were no vacancies (the "Whole Board"), which
request or resolution shall fix the date, time and place, and state the purpose
or purposes, of the proposed meeting. Except as provided by applicable law,
these Bylaws, the Certificate of Incorporation or the Voting Agreement (defined
below), Stockholders shall not be entitled to call a special meeting of
Stockholders or to require the Board of Directors or any officer to call such a
meeting. Business transacted at any special meeting of Stockholders shall be
limited to the purposes stated in the notice or waivers of notice of such
meeting.

              (b) As used in these Bylaws, "Voting Agreement" means that certain
Voting Agreement, dated as of August 12, 1996, among the Corporation and certain
stockholders of the Corporation, as supplemented and amended from time to time.

              Section 2.03. Place of Meetings. The Board of Directors may
designate the place of meeting (either within or without the State of Delaware)
for any meeting of Stockholders. If no designation is made by the Board of
Directors, the place of meeting shall be held at the principal executive office
of the Corporation.

              Section 2.04. Notice of Meetings. (a) Written notice of each
meeting of Stockholders shall be given to each Stockholder of record entitled to
vote thereat, which notice shall (i) state the place, date and time of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called and (ii) be given not less than 10 nor more than 60 days
before the date of the meeting.

              (b) Each notice of a meeting of Stockholders shall be given as
provided in Section 9.01, except that if no address appears on the Corporation's
books or stock transfer records with respect to any Stockholder, notice to such
Stockholder shall be deemed to have been given if sent by first-class mail or
telecommunication to the Corporation's principal executive office or if
published at least once in a newspaper of general circulation in the county
where such principal executive office is located.

              (c) If any notice addressed to a Stockholder at the address of
such Stockholder appearing on the books of a Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the Stockholder
at such address, all further notices to such Stockholder at such address shall
be deemed to have been duly given without further mailing if the same shall be
available to such Stockholder upon written demand of such Stockholder at the
principal executive office of the Corporation for a period of one year from the
date of the giving of such notice.


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              (d) Any previously scheduled meeting of the Stockholders may be
postponed by resolution of the Board of Directors upon Public Announcement of
such postponement prior to the time previously scheduled for such meeting. As
used in these Bylaws, "Public Announcement" means the 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 (as defined in Section 2.13(f)).

              Section 2.05. Voting List. At least 10 days before each meeting of
Stockholders, the Secretary or other officer or agent of the Corporation who has
charge of the Corporation's stock ledger shall prepare a complete list of the
Stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing, with respect to each Stockholder, his address and the number of
shares registered in his name. Such list shall be open to the examination of any
Stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice or waivers of 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 open at the time and place of the meeting during the whole time thereof,
and may be inspected by any Stockholder who is present. The stock ledger of the
Corporation shall be the only evidence as to who are the Stockholders entitled
to examine any list required by this Section 2.05 or to vote at any meeting of
Stockholders.

              Section 2.06. Quorum and Adjournment. The holders of a majority of
the voting power of the outstanding shares of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), present in person
or by proxy, shall constitute a quorum at any meeting of Stockholders, except as
otherwise provided by applicable law, the Certificate of Incorporation or these
Bylaws. If a quorum is present at any meeting of Stockholders, such quorum shall
not be broken by the withdrawal of enough Stockholders to leave less than a
quorum and the remaining Stockholders may continue to transact business until
adjournment. If a quorum shall not be present at any meeting of Stockholders,
the holders of a majority of the voting stock represented at such meeting or, if
no Stockholder entitled to vote is present at such meeting, any officer of the
Corporation may adjourn such meeting from time to time until a quorum shall be
present. Notwithstanding anything in these Bylaws to the contrary, the chairman
of any meeting of Stockholders shall have the right, acting in his sole
discretion, to adjourn such meeting from time to time.

              Section 2.07. Adjourned Meetings. When a meeting of Stockholders
is adjourned to another time or place, unless otherwise provided by these
Bylaws, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken;
provided, however, if an adjournment is for more than 30 days or if after an
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each Stockholder entitled to vote
thereat. At any adjourned meeting at which a quorum shall be present in person
or by proxy, the Stockholders entitled to vote thereat may transact any business
which might have been transacted at the meeting as originally noticed.


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              Section 2.08. Voting. (a) Election of directors at all meetings of
Stockholders at which directors are to be elected shall be by written ballot
and, except as otherwise provided in the Certificate of Incorporation, a
plurality of the votes cast thereat shall elect. Except as otherwise provided by
applicable law, the Certificate of Incorporation or these Bylaws, all matters
other than the election of directors submitted to the Stockholders at any
meeting shall be decided by a majority of the votes cast with respect thereto.
Except as otherwise provided in the Certificate of Incorporation or by
applicable law, (i) no Stockholder shall have any right of cumulative voting and
(ii) each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of Stockholders.

              (b) Shares standing in the name of another corporation (whether
domestic or foreign) may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe or, the absence of such provision, as the
board of directors of such corporation may determine. Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of
guardian, conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no fiduciary shall be entitled to vote shares held in
such fiduciary capacity without a transfer of such shares into the name of such
fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A Stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee (or his proxy) may represent the stock and vote thereon.

              (c) If shares or other securities having voting power stand of
record in the name of two or more persons (whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise) or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:

              (i) if only one votes, his act binds all;

             (ii) if more than one votes, the act of the majority so voting
       binds all; and

            (iii) if more than one votes but the vote is evenly split on any
       particular matter, each fraction may vote the securities in question
       proportionately or any person voting the shares or a beneficiary (if any)
       may apply to the Delaware Court of Chancery or such other court as may
       have jurisdiction to appoint an additional person to act with the person
       so voting the shares, which shall then be voted as determined by a
       majority such persons and the person so appointed by the court.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of the paragraph (c) shall
be a majority or even-split in interest.


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              Section 2.09. Proxies. (a) At any meeting of Stockholders, each
Stockholder having the right to vote thereat may be represented and vote either
in person or by proxy executed in writing by such Stockholder or by his duly
authorized attorney-in-fact. Each such proxy shall be filed with the Secretary
of the Corporation at or before the beginning of each meeting at which such
proxy is to be voted. Unless otherwise provided therein, no proxy shall be valid
after three years from the date of its execution. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power or unless otherwise made
irrevocable by applicable law.

              (b) A proxy shall be deemed signed if the Stockholder's name is
placed on the proxy (whether by manual signature, telegraphic transmission or
otherwise) by the Stockholder or his attorney-in-fact. In the event any proxy
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting (or, if only one shall be present, then that one)
shall have and may exercise all the powers conferred by the proxy upon all the
persons so designated unless the proxy shall otherwise provide.

              (c) Except as otherwise provided by applicable law, by the
Certificate of Incorporation or by these Bylaws, the Board of Directors may, in
advance of any meeting of Stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies (and the validation of
same) which may be voted at such meeting.

              Section 2.10. Record Date. (a) For the purpose of determining the
Stockholders entitled to notice of or to vote at any meeting of Stockholders (or
any adjournment thereof), the Board of Directors may fix a record date, which
record date shall not precede the date on which the resolution fixing the record
date is adopted by the Board of Directors or be more than 60 nor less than 10
days prior to the date of such meeting. If no record date is fixed, 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. 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) For the purpose of determining the Stockholders entitled to
consent to any corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted by the Board of Directors
or be more than 10 days after the date on which the resolution fixing the record
date is adopted by the Board of Directors. If no record date is fixed, 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 relating thereto.

              (c) For the purpose of determining the Stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of


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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 on which the resolution fixing the record date is
adopted by the Board of Directors or be more than 60 days prior to any other
action. If no record date is fixed, 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.

              Section 2.11. Conduct of Meetings; Agenda. (a) Meetings of the
Stockholders shall be presided over by the officer of the Corporation whose
duties under these Bylaws require him to do so; provided, however, if no such
officer of the Corporation shall be present at any meeting of Stockholders, such
meeting shall be presided over by a chairman to be chosen by a majority of the
Stockholders entitled to vote at the meeting who are present in person or by
proxy. At each meeting of Stockholders, the officer of the Corporation whose
duties under these Bylaws require him to do so shall act as secretary of the
meeting; provided, however, if no such officer of the Corporation shall be
present at any meeting of Stockholders, the chairman of such meeting shall
appoint a secretary. The order of business at each meeting of Stockholders shall
be as determined by the chairman of the meeting, including such regulation of
the manner of voting and the conduct of discussion as seems to him in order.

              (b) The Board of Directors may, in advance of any meeting of
Stockholders, adopt an agenda for such meeting, adherence to which the chairman
of the meeting may enforce.

              Section 2.12. Inspectors of Election; Opening and Closing of
Polls. (a) Before any meeting of Stockholders, the Board of Directors may, and
if required by law shall, appoint one or more persons to act as inspectors of
election at such meeting or any adjournment thereof. If any person appointed as
inspector fails to appear or fails or refuses to act, the chairman of the
meeting may, and if required by law shall, appoint a substitute inspector. If no
inspectors are appointed by the Board of Directors, the chairman of the meeting
may, and if required by law shall, appoint one or more inspectors at the
meeting. Notwithstanding the foregoing, inspectors shall be appointed consistent
with the mandatory provisions of Section 231 of the DGCL.

              (b) Inspectors may include individuals who serve the Corporation
in other capacities (including as officers, employees, agents or
representatives); provided, however, that no director or candidate for the
office of director shall act as an inspector. Inspectors need not be
Stockholders.

              (c) The inspectors shall (i) determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies and (ii) receive votes or ballots, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes and ballots, determine the results and do
such acts as are proper to conduct the election or vote with fairness to all
Stockholders. 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. The inspectors shall
have such other duties as may be prescribed by Section 231 of the DGCL.


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              (d) The chairman of the meeting may, and if required by the DGCL
shall, fix and 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
the meeting.

              Section 2.13. Procedures for Bringing Business Before Meetings.
(a) At any annual meeting of Stockholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (iii) properly brought before the meeting
by a Stockholder. In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a Stockholder, the
Stockholder must have given timely notice thereof in writing to the Secretary
except as otherwise provided in the Voting Agreement. To be timely, a
Stockholder's notice must be delivered to the Secretary at the principal
executive office of the Corporation not less than 120 days nor more than 150
days prior to the first anniversary of the previous year's annual meeting of
Stockholders; provided, however, that if no annual meeting was held in the
previous year or the date of the annual meeting of Stockholders has been changed
by more than 30 calendar days from such anniversary date, the notice must be so
delivered to the Secretary not earlier than the 150th day prior to such annual
meeting and not later than the close of business on the later of the 120th day
prior to such annual meeting or the 10th day following the day on which Public
Announcement of the date of such annual meeting is first made. Any annual
meeting of Stockholders which is adjourned and will reconvene within 30 days
after the meeting date as originally noticed shall, for purposes of any
Stockholder's notice contemplated by this paragraph (a), be deemed to be a
continuation of the original meeting, and no business may be brought before such
adjourned meeting by any Stockholder unless timely notice of such business was
given to the Secretary for the meeting as originally noticed.

              (b) Each notice given by a Stockholder as contemplated by
paragraph (a) above shall set forth, as to each matter the Stockholder proposes
to bring before the annual meeting, (i) the nature of the proposed business with
reasonable particularity, including the exact text of any proposal to be
presented for adoption and any supporting statement, which proposal and
supporting statement shall not in the aggregate exceed 500 words, and his
reasons for conducting such business at the annual meeting, (ii) any material
interest of the Stockholder in such business, (iii) the name, principal
occupation and record address of the Stockholder, (iv) the class and number of
shares of the Corporation which are held of record or beneficially owned by the
Stockholder, (v) the dates upon which the Stockholder acquired such shares of
stock and documentary support for any claims of beneficial ownership and (vi)
such other matters as may be required by the Certificate of Incorporation.

              (c) The foregoing right of a Stockholder to propose business for
consideration at an annual meeting of Stockholders shall be subject to such
conditions, restrictions and limitations as may be imposed by the Certificate of
Incorporation.


                                      -7-
<PAGE>

              (d) At any special meeting of Stockholders, only such business
shall be conducted as shall have been specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors.
Nothing in this Section 2.13 shall entitle any Stockholder to propose business
for consideration at any special meeting of Stockholders.

              (e) The chairman of any meeting of Stockholders shall determine
whether business has been properly brought before the meeting and, if the facts
so warrant, may refuse to transact any business at such meeting which has not
been properly brought before the meeting.

              (f) Notwithstanding any other provision of these Bylaws, the
Corporation shall be under no obligation to include any Stockholder proposal in
its proxy statement or otherwise present any such proposal to Stockholders at a
meeting of Stockholders if the Board of Directors reasonably believes that the
proponents thereof have not complied with Sections 13 and 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and the Corporation shall not be required to
include in its proxy statement to Stockholders any Stockholder proposal not
required to be included in its proxy statement to Stockholders in accordance
with the Exchange Act and such rules or regulations.

              (g) Nothing in this Section 2.13 shall be deemed to affect (i) any
rights of Stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 of the Exchange Act or (ii) any rights
under the Voting Agreement relating to the nomination of any person for election
or re-election as a director of the Corporation.

              (h) Reference is made to Section 3.03 for procedures relating to
the nomination of any person for election or reelection as a director of the
Corporation.

              Section 2.14. Action Without Meeting. Except as otherwise provided
in the Voting Agreement, no action shall be taken by Stockholders other than at
a meeting of Stockholders. Except as otherwise provided in the Voting Agreement,
Stockholders may not act by written consent in lieu of a meeting.

                                   ARTICLE III

                      Board of Directors -- Powers, Number,
         Nominations, Resignations, Removal, Vacancies and Compensation

              Section 3.01. Management. The business and property of the
Corporation shall be managed by and under the direction of the Board of
Directors. In addition to the powers and authorities expressly conferred upon
the Board of Directors by these Bylaws, the Board of Directors may exercise all
the powers of the Corporation and do all such lawful acts and things as are not
by law, by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the Stockholders.


                                      -8-
<PAGE>

              Section 3.02. Number, Qualification and Term of Office. (a) The
number of directors shall be fixed from time to time exclusively pursuant to
resolution adopted by a majority of the Whole Board, but shall consist of not
less than three nor more than 15 directors, subject, however, to increases above
15 members as may be required by the Certificate of Incorporation in order to
permit the holders of any series of preferred stock of the Corporation to elect
directors under specified circumstances. In no event shall the number of
directors be less, at any time, than the minimum number then required by the
Voting Agreement.

              (b) The directors need not be Stockholders nor residents of the
State of Delaware. Each director must have attained 21 years of age.

              (c) Except as otherwise provided in the Voting Agreement,
directors shall be elected only at annual meetings of Stockholders and at any
special meeting of Stockholders where to the business to be transacted at such
special meeting, as set forth in the official notice of such meeting, includes
the election of directors. Each director shall hold office until his successor
is elected and qualified or until his earlier death, resignation or removal. No
decrease in the number of directors constituting the Whole Board shall have the
effect of shortening the term of any incumbent director.

              Section 3.03. Nominations. (a) Notwithstanding anything in these
Bylaws to the contrary, except as otherwise provided in the Voting Agreement,
only persons who are nominated in accordance with the procedures hereinafter set
forth in this Section 3.03 shall be eligible for election as directors of the
Corporation.

              (b) Except as otherwise provided in the Voting Agreement,
nominations of persons for election to the Board of Directors at a meeting of
Stockholders may be made only (i) by or at the direction of the Board of
Directors or (ii) by any Stockholder entitled to vote for the election of
directors at the meeting who satisfies the eligibility requirements (if any) set
forth in the Certificate of Incorporation and who complies with the notice
procedures set forth in this Section 3.03 and in the Certificate of
Incorporation; provided, however, Stockholders may not nominate persons for
election to the Board of Directors at any special meeting of Stockholders unless
the business to be transacted at such special meeting, as set forth in the
official notice of such meeting, includes the election of directors. Except as
otherwise provided in the Voting Agreement, nominations by Stockholders shall be
made pursuant to timely notice in writing to the Secretary. A Stockholder's
notice given in the context of an annual meeting of Stockholders shall not be
timely unless it is delivered to the Secretary at the principal executive office
of the Corporation not earlier than the 150th day and not later than the 120th
day prior to the first anniversary of the previous year's annual meeting of
Stockholders; provided, however, that if no annual meeting was held in the
previous year or the date of the annual meeting of Stockholders has been changed
by more than 30 calendar days from such anniversary date, the notice must be so
delivered to the Secretary not earlier than the 150th day prior to such annual
meeting and not later than the close of business on the later of the 120th day
prior to such annual meeting or the 10th day following the day on which Public
Announcement of the date of such annual meeting is first made. A Stockholder's
notice given in the context of a special meeting of Stockholders shall not be
timely unless it is delivered to the Secretary at the principal executive office
of the


                                      -9-
<PAGE>
Corporation not earlier than the 150th day prior to such special meeting and not
later than the close of business on the later of the 120th day prior to such
special meeting or the 10th day following the day on which Public Announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such special meeting. Any meeting of
Stockholders which is adjourned and will reconvene within 30 days after the
meeting date as originally noticed shall, for purposes of any notice
contemplated by this paragraph (b), be deemed to be a continuation of the
original meeting and no nominations by a Stockholder of persons to be elected
directors of the Corporation may be made at any such reconvened meeting other
than pursuant to a notice that was timely for the meeting on the date originally
noticed.

              (c) Each notice given by a Stockholder as contemplated by
paragraph (b) above shall set forth the following information, in addition to
any other information or matters required by the Certificate of Incorporation:

              (i) as to each person whom the Stockholder proposes to nominate
       for election or re-election as a director, (A) the exact name of such
       person, (B) such person's age, principal occupation, business address and
       telephone number and residence address and telephone number, (C) the
       number of shares (if any) of each class of stock of the Corporation owned
       directly or indirectly by such person and (D) all other information
       relating to such person that is required to be disclosed in solicitations
       of proxies for election of directors pursuant to Regulation 14A under the
       Exchange Act or any successor regulation thereto (including such person's
       notarized written acceptance of such nomination, consent to being named
       in the proxy statement as a nominee and statement of intention to serve
       as a director if elected);

             (ii) as to the Stockholder giving the notice, (A) his name and
       address, as they appear on the Corporation's books, (B) his principal
       occupation, business address and telephone number and residence address
       and telephone number, (C) the class and number of shares of the
       Corporation which are held of record or beneficially owned by him and (D)
       the dates upon which he acquired such shares of stock and documentary
       support for any claims of beneficial ownership; and

            (iii) a description of all agreements, arrangements or
       understandings between the Stockholder giving the notice and each nominee
       and any other person or persons (naming such person or persons) pursuant
       to which the nomination or nominations are to be made by such
       Stockholder.

At the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a Stockholder's notice
of nomination which pertains to the nominee.

              (d) The foregoing right of a Stockholder to nominate a person for
election or reelection to the Board of Directors shall be subject to such
conditions, restrictions and limitations as may be imposed by the Certificate of
Incorporation.


                                      -10-
<PAGE>

              (e) The chairman of a meeting of Stockholders shall have the power
and duty to determine whether a nomination was made in accordance with the
procedures set forth in this Section 3.03 and, if any nomination is not in
compliance with this Section 3.03, to declare that such defective nomination
shall be disregarded.

              (f) Nothing in this Section 3.03 shall be deemed to affect (i) any
nomination rights conferred by the Voting Agreement or (ii) any rights of
Stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 of the Exchange Act.

              Section 3.04. Resignations. Any director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

              Section 3.05. Removal. No director may be removed except by the
affirmative vote of the holders of not less than a majority of the voting power
of all outstanding Voting Stock, voting together as a single class. The Board of
Directors may not remove any director, and no recommendation by the Board of
Directors that a director be removed may be made to the Stockholders unless such
recommendation is set forth in a resolution adopted by the affirmative vote of
not less than 66-2/3% of the Whole Board. Nothing in this Section 3.05 shall be
deemed to affect any removal rights conferred by the Voting Agreement.

              Section 3.06. Vacancies. (a) In case any vacancy shall occur on
the Board of Directors because of death, resignation or removal, such vacancy
may be filled by a majority of the directors remaining in office (though less
than a quorum), and the director so appointed shall serve until his successor is
elected and qualified or until his earlier death, resignation or removal. If
there are no directors then in office, an election of directors may be held in
the manner provided by applicable law.

              (b) Any newly-created directorship resulting from any increase in
the number of directors constituting the Whole Board may be filled by a majority
of the directors then in office (though less than a quorum). Each director so
appointed shall hold office until his successor is elected and qualified or
until his earlier death, resignation or removal.

              (c) Except as expressly provided in these Bylaws, the Certificate
of Incorporation or the Voting Agreement or as otherwise provided by law,
Stockholders shall not have any right to fill vacancies on the Board of
Directors, including newly-created directorships.

              (d) If, as a result of a disaster or emergency (as determined in
good faith by the then remaining directors), it becomes impossible to ascertain
whether or not vacancies exist on the Board of Directors and a person is or
persons are elected by the directors, who in good faith believe themselves to be
a majority of the remaining directors, to fill a vacancy or vacancies that such
remaining directors in good faith believe exists, then the acts of such person
or persons who are so elected as directors shall be valid and binding upon the
Corporation and the Stockholders,


                                      -11-
<PAGE>

although it may subsequently develop that at the time of the election (i) there
was in fact no vacancy or vacancies existing on the Board of Directors or (ii)
the directors who so elected such person or persons did not in fact constitute a
majority of the remaining directors.

              Section 3.07. Subject to Rights of Holders of Preferred Stock.
Notwithstanding the foregoing provisions of this Article III, if the resolutions
of the Board of Directors creating any series of preferred stock of the
Corporation entitle the holders of such preferred stock, voting separately by
series, to elect additional directors under specified circumstances, then all
provisions of such resolutions relating to the nomination, election, term of
office, removal, filling of vacancies and other features of such directorships
shall, as to such directorships, govern and control over any conflicting
provisions of this Article III.

              Section 3.08. Subject to Rights of Certain Stockholders under
Voting Agreement. In case any provision of this Article III conflicts with the
provisions of the Voting Agreement relating to the nomination, election, term of
office, removal, filling of vacancies and other features of the Designees (as
defined in the Voting Agreement), such provisions of the Voting Agreement shall
govern and be controlling.

              Section 3.09. Compensation. The Board of Directors shall have the
authority to fix, and from time to time to change, the compensation of
directors. Each director shall be entitled to reimbursement from the Corporation
for his reasonable expenses incurred in attending meetings of the Board of
Directors (or any committee thereof) and meetings of the Stockholders. Nothing
contained in these Bylaws shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                   Board of Directors -- Meetings and Actions

              Section 4.01. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place (within or without
the State of Delaware) as shall from time to time be determined by the Board of
Directors. Except as otherwise provided by applicable law, any business may be
transacted at any regular meeting of the Board of Directors.

              Section 4.02. Special Meetings. Special meetings of the Board of
Directors shall be called by the Secretary at the request of the Chairman of the
Board (if any) or the Chief Executive Officer on not less than 24 hours' notice
to each director, specifying the time, place (within or without the State of
Delaware) and purpose of the meeting. Special meetings shall be called by the
Secretary on like notice at the written request of any two directors, which
request shall state the purpose of the meeting.

              Section 4.03. Quorum; Voting. (a) At all meetings of the Board of
Directors, a majority of the Whole Board shall be necessary and sufficient to
constitute a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time (without


                                      -12-
<PAGE>
notice other than announcement at the meeting) until a quorum shall be present.
A meeting of the Board of Directors at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors;
provided, however, that no action of the remaining directors shall constitute
the act of the Board of Directors unless the action is approved by at least a
majority of the required quorum for the meeting or such greater number of
directors as shall be required by applicable law, by the Certificate of
Incorporation or by these Bylaws.

              (b) The act of a majority of the directors present at any meeting
of the Board of Directors at which there is a quorum shall be the act of the
Board of Directors unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case such
express provision shall govern and control.

              Section 4.04. Chairman of the Board. The Board of Directors may at
any time and from time to time designate any director as Chairman of the Board
to preside at all meetings of the Board of Directors and to have such other
powers as may be prescribed with respect to such position by the Board of
Directors or these Bylaws. Unless designated as an Executive Chairman pursuant
to Section 6.01(b) of these Bylaws, the Chairman of the Board (if any) shall not
be considered an officer of the Corporation, although nothing contained in these
Bylaws shall preclude any officer of the Corporation from serving in the
additional capacity of Chairman of the Board. The Chairman of the Board (if any)
shall serve at the pleasure of the Board of Directors.

              Section 4.05. Conduct of Meetings; Presiding Officer and
Secretary. (a) At meetings of the Board of Directors, business shall be
transacted in such order as shall be determined by the chairman of the meeting
unless the Board of Directors shall otherwise determine the order of business.
The Board of Directors shall keep regular minutes of its proceedings which shall
be placed in the minute book of the Corporation.

              (b) At each meeting of the Board of Directors, the Chairman of the
Board (if any), if present, shall preside and the Secretary shall act as
secretary of the meeting.

              Section 4.06. Action Without Meeting. Unless otherwise provided in
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all directors consent thereto in writing. All such written
consents shall be filed with the minutes of proceedings of the Board of
Directors.

              Section 4.07. Telephonic Meetings. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.


                                      -13-
<PAGE>

                                    ARTICLE V

                      Committees of the Board of Directors

              Section 5.01. Executive Committee. (a) The Board of Directors may,
by resolution adopted by the affirmative vote of the Whole Board, designate an
Executive Committee which, during the intervals between meetings of the Board of
Directors and subject to Section 5.11, shall have and may exercise, in such
manner as it shall deem to be in the best interests of the Corporation, all of
the powers of the Board of Directors in the management or direction of the
business and affairs of the Corporation, except as reserved to the Board of
Directors or as delegated by the Board of Directors to another committee of the
Board of Directors or as may be prohibited by law. The Executive Committee shall
consist of not less than two directors, the exact number to be determined from
time to time by the affirmative vote of the Whole Board. None of the members of
the Executive Committee need be an officer of the Corporation.

              (b) Meetings of the Executive Committee may be called at any time
by the Chairman of the Board (if any) or the Chief Executive Officer on not less
than one day's notice to each member given verbally or in writing, which notice
shall specify the time, place (within or without the State of Delaware) and
purpose of the meeting.

              Section 5.02. Other Committees. The Board of Directors may, by
resolution adopted by a majority of the Whole Board, establish additional
standing or special committees of the Board of Directors, each of which shall
consist of one or more directors (the exact number to be determined from time to
time by the Board of Directors) and, subject to Section 5.10, shall have such
powers and functions as may be delegated to it by the Board of Directors. No
member of any such additional committee need be an officer of the Corporation.

              Section 5.03. Term. Each member of a committee of the Board of
Directors shall serve as such until the earliest of (i) his death, (ii) the
expiration of his term as a director, (iii) his resignation as a member of such
committee or as a director and (iv) his removal as a member of such committee or
as a director.

              Section 5.04. Committee Changes; Removal. The Board of Directors
shall have the power at any time to fill vacancies in, to change the membership
of and to abolish any committee of the Board of Directors; provided, however,
that no such action shall be taken in respect of the Executive Committee unless
approved by a majority of the Whole Board.

              Section 5.05. Alternate Members. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. If no
alternate members have been so appointed or each such alternate committee member
is absent or disqualified, the committee 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 of
Directors to act at the meeting in the place of any absent or disqualified
member.


                                      -14-
<PAGE>

              Section 5.06. Rules and Procedures. (a) The Board of Directors may
designate one member of each committee as chairman of such committee; provided,
however, that, except as provided in the following sentence, no person shall be
designated as chairman of the Executive Committee unless approved by a majority
of the Whole Board. If the Board of Directors fails to designate a chairman for
any committee, the members thereof shall designate a chairman.

              (b) Each committee shall adopt its own rules (not inconsistent
with the Certificate of Incorporation or these Bylaws or, with any specific
direction as to the conduct of its affairs, as shall have been given by the
Board of Directors) governing the time, place and method of holding its meetings
and the conduct of its proceedings and shall meet as provided by such rules.

              (c) If a committee is comprised of an odd number of members, a
quorum shall consist of a majority of that number. If a committee is comprised
of an even number of members, a quorum shall consist of one-half of that number.
If a committee is comprised of two members, a quorum shall consist of both
members.

              (d) Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when requested.

              (e) Unless otherwise provided by these Bylaws or by the rules
adopted by any committee, notice of the time and place of each meeting of such
committee shall be given to each member of such committee as provided in these
Bylaws with respect to notices of special meetings of the Board of Directors.

              Section 5.07. Action Without Meeting. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting if all members of such committee consent thereto
in writing. All such written consents shall be filed with the minutes of
proceedings of such committee.

              Section 5.08. Telephonic Meetings. Members of any committee of the
Board of Directors may participate in a meeting of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

              Section 5.09. Resignations. Any committee member may resign at any
time by giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

              Section 5.10. Limitations on Authority. Unless otherwise provided
in the Certificate of Incorporation, no committee of the Board of Directors
shall have the power or authority to (i) authorize an amendment to the
Certificate of Incorporation, (ii) adopt an agreement of merger or
consolidation, recommend to the Stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets, (iii) recommend
to the Stockholders a dissolution of


                                      -15-
<PAGE>

the Corporation or a revocation of a dissolution, (iv) amend these Bylaws, (v)
declare a dividend or other distribution on, or authorize the issuance, purchase
or redemption of, securities of the Corporation, (vi) elect any officer of the
Corporation or (vii) approve any material transaction between the Corporation
and one or more of its directors, officers or employees or between the
Corporation and any corporation, partnership, association or other organization
in which one or more of its directors, officers or employees are directors or
officers or have a financial interest; provided, however, that the Executive
Committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of preferred stock adopted by the Board of
Directors as provided in the Certificate of Incorporation, fix the designations
and any of the preferences or rights of such shares relating 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 of stock of the Corporation or fix the number of shares of any series
of stock or authorize the decrease or increase of the shares of any such series.
For purposes of the foregoing clause (vii), a transaction shall be deemed
material if it involves consideration or other obligation in excess of
$1,000,000.

                                   ARTICLE VI

                                    Officers

              Section 6.01. Number; Titles; Qualification; Term of Office. (a)
The officers of the Corporation shall be a Chief Executive Officer, a President,
a Secretary and a Treasurer. The Board of Directors from time to time may also
elect such other officers (including, without limitation, an Executive Chairman
and one or more Vice Presidents) as the Board of Directors deems appropriate or
necessary. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his earlier death, resignation or
removal. Any two or more offices may be held by the same person, but no officer
shall execute any instrument in more than one capacity if such instrument is
required by law or any act of the Corporation to be executed or countersigned by
two or more officers. None of the officers need be a Stockholder or a resident
of the State of Delaware. No officer (other than the Executive Chairman, if any)
need be a director.

              (b) The Board of Directors may, by resolution adopted by the
affirmative vote of a majority of the Whole Board, designate any director as
Chairman or Vice Chairman of the Board and fix his duties as such. However, no
such Chairman of the Board shall be considered an officer of the Corporation
unless specifically designated as an officer of the Corporation by the
affirmative vote of a majority of the Whole Board (any such Chairman of the
Board who is so designated being referred to herein as the "Executive
Chairman"), and no such Vice Chairman of the Board shall be considered an
officer of the Corporation, the officers of the Corporation being limited to
those officers elected by the Board of Directors in accordance with paragraph
(a) above and the Executive Chairman (if any). The designation of any director
as Chairman or Vice Chairman of the Board may be rescinded by a majority of the
Whole Board at any time, in which event such person shall automatically cease to
be Chairman or Vice Chairman of the Board, as the case may be. The designation
of any Chairman of the Board as the Executive Chairman may be rescinded by a
majority of the Whole Board at any time, in which event such Executive


                                      -16-
<PAGE>
Chairman shall automatically cease to be Executive Chairman or otherwise be
considered an officer of the Corporation by virtue of such position.

              (c) The Board of Directors may delegate to the Executive Chairman
(if any) and/or the Chief Executive Officer the power to appoint one or more
employees of the Corporation as divisional or departmental vice presidents and
fix their duties as such appointees. However, no such divisional or departmental
vice presidents shall be considered an officer of the Corporation, the officers
of the Corporation being limited to the Executive Chairman (if any) and those
officers elected by the Board of Directors in accordance with paragraph (a)
above.

              Section 6.02. Election. At the first meeting of the Board of
Directors after each annual meeting of Stockholders at which a quorum shall be
present, the Board of Directors shall elect the officers of the Corporation.

              Section 6.03. Removal. Any officer may be removed, either with or
without cause, by the Board of Directors; provided, however, that (i) the
Executive Chairman (if any) and the Chief Executive Officer may be removed only
by the affirmative vote of a majority of the Whole Board and (ii) the removal of
any officer shall be without prejudice to the contract rights, if any, of such
officer. Election or appointment of an officer shall not of itself create
contract rights.

              Section 6.04. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board (if
any) or the Chief Executive Officer. Any such resignation shall take effect on
receipt of such notice or at any later time specified therein. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any such resignation is without prejudice to the rights, if
any, of the Corporation under any contract to which the officer is a party.

              Section 6.05. Vacancies. If a vacancy shall occur in any office
because of death, resignation, removal, disqualification or any other cause, the
Board of Directors may elect or appoint a successor to fill such vacancy for the
remainder of the term.

              Section 6.06. Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or pursuant to its
direction, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.

              Section 6.07. Executive Chairman. The Executive Chairman (if any)
shall (i) if present, preside at all meetings of the Board of Directors and of
the Stockholders, (ii) have the power to sign all certificates, contracts and
other instruments of the Corporation which may be authorized by the Board of
Directors, (iii) have and perform such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws and (iv) shall serve at the
pleasure of the Board. During the time of any vacancy in the office of Chief
Executive Officer or in the event of the absence or disability of the Chief
Executive Officer, the Executive Chairman (if any) shall have the duties and
powers of the Chief Executive Officer unless otherwise determined by the Board
of Directors. In no event shall any third party having dealings with the
Corporation be


                                      -17-
<PAGE>
bound to inquire as to any facts required by the terms of this Section 6.07 for
the exercise by the Executive Chairman of the powers of the Chief Executive
Officer.

              Section 6.08. Chief Executive Officer. (a) The Chief Executive
Officer shall be the chief executive officer of the Corporation and, subject to
the supervision, direction and control of the Board of Directors, shall have
general supervision, direction and control of the business and officers of the
Corporation with all such powers as may be reasonably incident to such
responsibilities. He shall have the general powers and duties of management
usually vested in the chief executive officer of a corporation and such other
powers and duties as may be prescribed by the Board of Directors or these
Bylaws.

              (b) During the time of any vacancy in the office of President or
in the event of the absence or disability of the President, the Chief Executive
Officer shall have the duties and powers of the President unless otherwise
determined by the Board of Directors. In no event shall any third party having
any dealings with the Corporation be bound to inquire as to any facts required
by the terms of this Section 6.08 for the exercise by the Chief Executive
Officer of the powers of the President.

              Section 6.09. President. (a) The President shall be the chief
operating officer of the Corporation and, subject to the supervision, direction
and control of the Chief Executive Officer and the Board of Directors, shall
manage the day-to-day operations of the Corporation. He shall have the general
powers and duties of management usually vested in the chief operating officer of
a corporation and such other powers and duties as may be assigned to him by the
Board of Directors, the Chief Executive Officer or these Bylaws.

              (b) During the time of any vacancy in the office of the Chief
Executive Officer or in the event of the absence or disability of the Chief
Executive Officer, if there is no Executive Chairman at such time, the President
shall have the duties and powers of the Chief Executive Officer unless otherwise
determined by the Board of Directors. In no event shall any third party having
any dealings with the Corporation be bound to inquire as to any facts required
by the terms of this Section 6.09 for the exercise by the President of the
powers of the Chief Executive Officer.

              Section 6.10. Vice Presidents. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors, or if not ranked, the Vice President designated by the
President, shall perform all the duties of the President as chief operating
officer of the Corporation, and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President as chief operating
officer of the Corporation. In no event shall any third party having dealings
with the Corporation be bound to inquire as to any facts required by the terms
of this Section 6.10 for the exercise by any Vice President of the powers of the
President as chief operating officer of the Corporation. The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be assigned to them by the Board of Directors, the Chief Executive Officer
or the President.


                                      -18-
<PAGE>


              Section 6.11. Treasurer. The Treasurer shall (i) have custody of
the Corporation's funds and securities, (ii) keep full and accurate account of
receipts and disbursements, (iii) deposit all monies and valuable effects in the
name and to the credit of the Corporation in such depository or depositories as
may be designated by the Board of Directors and (iv) perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer.

              Section 6.12. Assistant Treasurers. Each Assistant Treasurer shall
have such powers and duties as may be assigned to him by the Board of Directors,
the Chief Executive Officer or the President. In case of the absence or
disability of the Treasurer, the Assistant Treasurer designated by the President
(or, in the absence of such designation, the Treasurer) shall perform the duties
and exercise the powers of the Treasurer during the period of such absence or
disability. In no event shall any third party having dealings with the
Corporation be bound to inquire as to any facts required by the terms of this
Section 6.12 for the exercise by any Assistant Treasurer of the powers of the
Treasurer under these Bylaws.

              Section 6.13. Secretary. (a) The Secretary shall keep or cause to
be kept, at the principal office of the Corporation or such other place as the
Board of Directors may order, a book of minutes of all meetings and actions of
the Board of Directors, committees of the Board of Directors and Stockholders,
with the time and place of holding, whether regular or special, and, if special,
how authorized, the notice thereof given, the names of those present at meetings
of the Board of Directors and committees thereof, the number of shares present
or represented at Stockholders' meetings and the proceedings thereof.

              (b) The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation or at the office of the Corporation's
transfer agent or registrar, a share register, or a duplicate share register,
showing the names of all Stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same and the number and date of cancellation of every certificate
surrendered for cancellation.

              (c) The Secretary shall give, or cause to be given, notice of all
meetings of the Stockholders and of the Board of Directors required by these
Bylaws or by law to be given, and he shall keep the seal of the Corporation, if
one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors, the Executive
Chairman (if any), the Chief Executive Officer, the President or these Bylaws.

              (d) The Secretary may affix the seal of the Corporation, if one be
adopted, to contracts of the Corporation.

              Section 6.14. Assistant Secretaries. Each Assistant Secretary
shall have such powers and duties as may be assigned to him by the Board of
Directors, the Executive Chairman (if any), the Chief Executive Officer or the
President. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the President (or, in the absence of such designation,
the Secretary) shall perform the duties and exercise the powers of the Secretary
during the period of such absence or disability. In no event shall any third
party having dealings with the Corporation


                                      -19-
<PAGE>
be bound to inquire as to any facts required by the terms of this Section 6.14
for the exercise by any Assistant Secretary of the powers of the Secretary under
these Bylaws.

                                   ARTICLE VII

                                      Stock

              Section 7.01. Certificates. 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 (i) by the Executive Chairman (if
any), the Chief Executive Officer, the President or a Vice President and (ii) by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer.

              Section 7.02. Signatures on Certificates. Any or all of the
signatures on the certificates may be a facsimile and the seal of the
Corporation (or a facsimile thereof), if one has been adopted, may be affixed
thereto. 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, 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.

              Section 7.03. Legends. The Board of Directors shall have the power
and authority to provide that certificates representing shares of stock of the
Corporation bear such legends and statements (including, without limitation,
statements relating to the powers, designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions of the shares represented by such certificates) as the Board of
Directors deems appropriate in connection with the requirements of federal or
state securities laws or other applicable laws.

              Section 7.04. Lost, Stolen or Destroyed Certificates. The Board of
Directors, the Secretary and the Treasurer each may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, in each case upon the making of an affidavit of that fact by the
owner of such certificate, or his legal representative. When authorizing such
issue of a new certificate or certificates, the Board of Directors, the
Secretary or the Treasurer, as the case may be, may, in its or his discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as the Board of Directors,
the Secretary or the Treasurer, as the case may be, shall require and/or to
furnish the Corporation a bond in such form and substance and with such surety
as the Board of Directors, the Secretary or the Treasurer, as the case may be,
may direct as indemnity against any claim, or expense resulting from any claim,
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.


                                      -20-
<PAGE>

              Section 7.05. Transfers 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 for 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 the Corporation's
books.

              Section 7.06. Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share of stock of the Corporation
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim or interest in such share on the part of any other
person, whether or not the Corporation shall have express or other notice
thereof, except as expressly provided by the laws of the State of Delaware.

              Section 7.07. 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. The Board of Directors may
(i) appoint and remove transfer agents and registrars of transfers and (ii)
require all stock certificates to bear the signature of any such transfer agent
and/or any such registrar of transfers.

              Section 7.08. Stock Options, Warrants, etc. Unless otherwise
expressly prohibited in the resolutions of the Board of Directors creating any
class or series of preferred stock of the Corporation, the Board of Directors
shall have the power and authority to create and issue (whether or not in
connection with the issue and sale of any stock or other securities of the
Corporation) warrants, rights or options entitling the holders thereof to
purchase from the Corporation any shares of capital stock of the Corporation of
any class or series or any other securities of the Corporation for such
consideration and to such persons, firms or corporations as the Board of
Directors, in its sole discretion, may determine, setting aside from the
authorized but unissued stock of the Corporation the requisite number of shares
for issuance upon the exercise of such warrants, rights or options. Such
warrants, rights and options shall be evidenced by one or more instruments
approved by the Board of Directors. The Board of Directors shall be empowered to
set the exercise price, duration, time for exercise and other terms of such
warrants, rights and operations; provided, however, that the consideration to be
received for any shares of capital stock subject thereto shall not be less than
the par value thereof.

                                  ARTICLE VIII

                                 Indemnification

              Section 8.01. Third Party Actions. The Corporation (i) shall, to
the maximum extent permitted from time to time under the laws of the State of
Delaware, indemnify every person who is or was 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 such person
is or was a


                                      -21-
<PAGE>
director or officer of the Corporation or any of its direct or indirect
subsidiaries or is or was serving at the request of the Corporation or any of
its direct or indirect subsidiaries as a director, officer or fiduciary of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, and (ii) may, to the maximum extent permitted from time to
time under the laws of the State of Delaware, indemnify every person who is or
was 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 such person is or was an employee or agent of the
Corporation or any of its direct or indirect subsidiaries or is or was serving
at the request of the Corporation or any of its direct or indirect subsidiaries
as an employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
counsel fees), judgments, fines and amounts paid or owed in settlement actually
and reasonably incurred by such person or rendered or levied against such person
in connection with such action, suit or proceeding; provided, however, that no
indemnification shall be made to any person under this Section 8.01 unless such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe 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, in itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation or, with respect to any
criminal action or proceeding, that the person had reasonable cause to believe
that his conduct was unlawful. Any person seeking indemnification under this
Section 8.1 shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary is established.

              Section 8.02. Actions By or in the Right of the Corporation. The
Corporation (i) shall, to the maximum extent permitted from time to time under
the laws of the State of Delaware, indemnify every person who is or was a party
or who 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 such person is or was a director or officer
of the Corporation or any of its direct or indirect subsidiaries or is or was
serving at the request of the Corporation or any of its direct or indirect
subsidiaries as a director, officer or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
and (ii) may, to the maximum extent permitted from time to time under the laws
of the State of Delaware, indemnify every person who is or was a party or who 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 such person is or was an employee or agent of the
Corporation or any of its direct or indirect subsidiaries or is or was serving
at the request of the Corporation or any of its direct or indirect subsidiaries
as an employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against expenses (including
counsel fees) actually and reasonably incurred by such person in connection with
the defense or settlement or such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation; provided, however, that no
indemnification shall be made to


                                      -22-
<PAGE>
any person under this Section 8.02 with respect to any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification.

              Section 8.03. Certain Limitations. Unless otherwise determined by
the affirmative vote of a majority of the Whole Board, no indemnification shall
be made to any person under Section 8.01 or 8.02:

              (i) for amounts actually paid to such person pursuant to one or
       more policies of directors and officers liability insurance maintained by
       the Corporation or pursuant to a trust fund, letter of credit or other
       security or funding arrangement provided by the Corporation; provided,
       however, that if it should subsequently be determined that such person is
       not entitled to retain any such amount, this clause (i) shall no longer
       apply to such amount;

             (ii) in respect of remuneration paid to such person if it shall be
       determined by a final judgment or other final adjudication that payment
       of such remuneration was in violation of applicable law;

            (iii) on account of such person s conduct which is finally adjudged
       to constitute willful misconduct or to have been knowingly fraudulent,
       deliberately dishonest or from which such person derives an improper
       personal benefit; or

             (iv) on account of any suit in which final judgment is rendered
       against such person for an accounting of profits made from the sale or
       purchase by such person of securities of the Corporation pursuant to the
       provisions of Section 16(b) of the Exchange Act.

              Section 8.04. Expenses. Expenses, including counsel fees and court
costs, actually and reasonably incurred by a director or officer of the
Corporation or any of its direct or indirect subsidiaries in defending a civil
or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article VIII. Such expenses
incurred by other employees and agents of the Corporation and other persons
eligible for indemnification under this Article VIII may be paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate.

              Section 8.05. Non-exclusivity. The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article VIII shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any provision of law, the
Certificate of Incorporation, the certificate of incorporation or bylaws or
other governing documents of any direct or indirect subsidiary of the
Corporation, under any agreement, vote of stockholders or disinterested
directors or under any policy or policies of insurance maintained by the
Corporation on behalf of any person or otherwise, both as to action


                                      -23-
<PAGE>
in his official capacity and as to action in another capacity while holding any
of the positions or having any of the relationships referred to in this Article
VIII.

              Section 8.06. Enforceability. The provisions of this Article VIII
(i) are for the benefit of, and may be enforced directly by, each director or
officer of the Corporation the same as if set forth in their entirety in a
written instrument executed and delivered by the Corporation and such director
or officer and (ii) constitute a continuing offer to all present and future
directors and officers of the Corporation. The Corporation, by its adoption of
these Bylaws, (A) acknowledges and agrees that each present and future director
and officer of the Corporation has relied upon and will continue to rely upon
the provisions of this Article VIII in becoming, and serving as, a director or
officer of the Corporation or, if requested by the Corporation, a director,
officer or fiduciary or the like of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, (B) waives reliance
upon, and all notices of acceptance of, such provisions by such directors and
officers and (C) acknowledges and agrees that no present or future director or
officer of the Corporation shall be prejudiced in his right to enforce directly
the provisions of this Article VIII in accordance with their terms by any act or
failure to act on the part of the Corporation.

              Section 8.07. Survival. The provisions of this Article VIII shall
continue as to any person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of the estate, executors,
administrators, heirs, legatees and devisees of any person entitled to
indemnification under this Article VIII.

              Section 8.08. Amendment. No amendment, modification or repeal of
this Article VIII or any provision hereof shall in any manner terminate, reduce
or impair the right of any past, present or future director or officer of the
Corporation to be indemnified by the Corporation, nor the obligation of the
Corporation to indemnify any such director or officer, under and in accordance
with the provisions of this Article VIII as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising, in whole or in
part, from a state of facts extant on the date of, or relating to matters
occurring prior to, such amendment, modification or repeal, regardless of when
such claims may arise or be asserted.

              Section 8.09. Definitions. For purposes of this Article VIII, (i)
reference to any person shall include the estate, executors, administrators,
heirs, legatees and devisees of such person, (ii) "employee benefit plan" and
"fiduciary" shall be deemed to include, but not be limited to, the meaning set
forth, respectively, in sections 3(3) and 21(A) of the Employee Retirement
Income Security Act of 1974, as amended, (iii) references to the judgments,
fines and amounts paid or owed in settlement or rendered or levied shall be
deemed to encompass and include excise taxes required to be paid pursuant to
applicable law in respect of any transaction involving an employee benefit plan
and (iv) references to the Corporation shall be deemed to include any
predecessor corporation or entity and any constituent corporation or entity
absorbed in a merger, consolidation or other reorganization of or by the
Corporation which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, employees, agents and
fiduciaries so that any person who was a director, officer, employee, agent or
fiduciary of such predecessor or constituent corporation or entity, or served at
the request of


                                      -24-
<PAGE>
such predecessor or constituent corporation or entity as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same
position under the provisions of this Article VIII with respect to the
Corporation as such person would have with respect to such predecessor or
constituent corporation or entity if its separate existence had continued.

                                   ARTICLE IX

                               Notices and Waivers

              Section 9.01. Methods of Giving Notices. Whenever, by applicable
law, the Certificate of Incorporation or these Bylaws, notice is required to be
given to any Stockholder, any director or any member of a committee of the Board
of Directors and no provision is made as to how such notice shall be given,
personal notice shall not be required and such notice may be given (i) in
writing, by mail, postage prepaid, addressed to such Stockholder, director or
committee member at his address as it appears on the books or (in the case of a
Stockholder) the stock transfer records of the Corporation or (ii) by any other
method permitted by law (including, but not limited to, overnight courier
service, telegram, telex or telecopier). 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 be
delivered and given one business day after delivery to such service with all
charges prepaid and addressed as aforesaid. Any notice required or permitted to
be given by telegram, telex or telecopy shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and addressed as
aforesaid.

              Section 9.02. Waiver of Notice. Whenever any notice is required to
be given to any Stockholder, director or member of a committee of the Board of
Directors by applicable law, the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice. Attendance of a Stockholder (whether in person or by
proxy), 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 X

                            Miscellaneous Provisions

              Section 10.01. Dividends. Subject to applicable law and the
provisions of the Certificate of Incorporation, dividends may be declared by the
Board of Directors at any meeting and may be paid in cash, in property or in
shares of the Corporation's capital stock. Any such declaration shall be at the
discretion of the Board of Directors. A director shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of its officers as to the value and amount of the assets,
liabilities or net profits of the


                                      -25-
<PAGE>
Corporation or any other facts pertinent to the existence and amount of surplus
or other funds from which dividends might properly be declared.

              Section 10.02. 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 Board of Directors from time to time, in its absolute
discretion, considers 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 Board of Directors may thereafter modify or abolish any such reserve in
its absolute discretion.

              Section 10.03. Checks. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the Corporation shall be signed by such officer or officers or
by such employees or agents of the Corporation as may be designated from time to
time by the Board of Directors.

              Section 10.04. Corporate Contracts and Instruments. Subject always
to the specific directions of the Board of Directors, the Executive Chairman (if
any), the Chief Executive Officer, the President, any Vice President, the
Secretary or the Treasurer may enter into contracts and execute instruments in
the name and on behalf of the Corporation. The Board of Directors and, subject
to the specific directions of the Board of Directors, the Executive Chairman (if
any), the Chief Executive Officer or the President may authorize one or more
officers, employees or agents of the Corporation to enter into any contract or
execute any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

              Section 10.05. Limitation of Access of Stockholders to Books and
Records. Subject to applicable law, the Board of Directors is expressly
authorized and empowered to determine from time to time whether and to what
extent, and at what times and places, and under what conditions and regulations,
the accounts and books of the Corporation, or any of them, shall be open to
inspection of Stockholders. Except as so determined or as expressly provided in
the Certificate of Incorporation, no Stockholder shall have any right to inspect
any account, book or document of the Corporation other than such rights as may
be conferred by applicable law.

              Section 10.06. Attestation. 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 or an Assistant Secretary of the Corporation shall not be necessary to
constitute such deed, deed of trust, mortgage or other instrument a valid and
binding obligation of the Corporation unless the resolutions, if any, of the
Board of Directors authorizing such execution expressly state that such
attestation is necessary.

              Section 10.07. Fiscal Year. The fiscal year of the Corporation
shall be October 1 through September 30, unless otherwise fixed by the Board of
Directors.

              Section 10.08. Seal. The seal of the Corporation shall be such as
from time to time may be approved by the Board of Directors.


                                      -26-
<PAGE>

              Section 10.09. Invalid Provisions. If any part of these Bylaws
shall be invalid or inoperative for any reason, the remaining parts, so far as
is possible and reasonable, shall remain valid and operative.

              Section 10.10. Headings. The headings used in these Bylaws have
been inserted for administrative convenience only and shall not limit or
otherwise affect any of the provisions of these Bylaws.

              Section 10.11. References/Gender/Number. Whenever in these Bylaws
the singular number is used, the same shall include the plural where
appropriate. Words of any gender used in these Bylaws shall include the other
gender where appropriate. In these Bylaws, unless a contrary intention appears,
all references to Articles and Sections shall be deemed to be references to the
Articles and Sections of these Bylaws.

              Section 10.12. Amendments. These Bylaws may be altered, amended or
repealed or new bylaws may be adopted by the affirmative vote of a majority of
the Whole Board; provided, however, that no such action shall be taken at any
special meeting of the Board of Directors unless notice of such action is
contained in the notice of such special meeting. These Bylaws may not be
altered, amended or rescinded, nor may new bylaws be adopted, by the
Stockholders except by the affirmative vote of the holders of not less than
66-2/3% of the voting power of all outstanding Voting Stock, voting together as
a single class. Each alteration, amendment or repeal of these Bylaws shall be
subject in all respects to Section 8.07.


                                      -27-