BY-LAWS
                                       OF
                                  CINERGY CORP.

Adopted:    October 24, 1994
Amended:    January 25, 1996
Amended:    December 18, 1997

TABLE OF CONTENTS

ARTICLE I
Offices and Headquarters

Section 1.1     Offices
        1.2     Headquarters

ARTICLE II
Stockholders

Section 2.1     Annual Meeting
        2.2     Special Meetings
        2.3     Notice of Meetings
        2.4     Quorum
        2.5     Voting
        2.6     Presiding Officer and Secretary
        2.7     Proxies
        2.8     List of Stockholders

ARTICLE III
Directors

Section 3.1     Number of Directors
        3.2     Election and Term of Directors
        3.3     Vacancies and Newly Created Directorships
        3.4     Resignation
        3.5     Meetings
        3.6     Quorum and Voting
        3.7     Written Consent of Directors in Lieu of a Meeting
        3.8     Compensation
        3.9     Contracts and Transactions Involving Directors

ARTICLE IV
Committees of the Board of Directors

Section 4.1     Appointment and Powers

ARTICLE V
Officers, Agents and Employees

Section 5.1     Appointment and Term of Office
        5.2     The Chairman of the Board

Section 5.3     Vice-Chairman
        5.4     Chief Executive Officer
        5.5     The President
        5.6     The Vice-Presidents
        5.7     The Secretary
        5.8     The Treasurer
        5.9     The Comptroller
        5.10    Compensation and Bond

ARTICLE VI
Indemnification

Section 6.1  Indemnification of Directors, Officers, Employees and Agents
        6.2     Advances for Litigation Expenses
        6.3     Indemnification Nonexclusive
        6.4     Indemnity Insurance
        6.5     Definitions

ARTICLE VII
Common Stock

Section 7.1     Certificates
        7.2     Transfers of Stock
        7.3     Lost, Stolen or Destroyed Certificates
        7.4     Stockholder Record Date
        7.5     Beneficial Owners

ARTICLE VIII
Seal

Section 8.1     Seal

ARTICLE IX
Waiver of Notice

Section 9.1     Waiver of Notice

ARTICLE X
Fiscal Year

Section 10.1     Fiscal Year

ARTICLE XI Contracts, Checks, etc.

Section 11.1     Contracts, Checks, etc

ARTICLE XII
Amendments

Section 12.1     Amendments

ARTICLE XIII
Dividends

Section 13.1     Dividends

                                     BY-LAWS
                                       OF
                        CINERGY CORP. (THE "CORPORATION")

ARTICLE I
Offices and Headquarters

Section 1.1 Offices. The location of the Corporation's principal office shall be
in the City of Cincinnati,  County of Hamilton,  State of Ohio. The  Corporation
may, in addition to the aforesaid  principal  office,  establish and maintain an
office or offices elsewhere in Delaware, Ohio or Indiana or in such other states
and places as the Board of  Directors  may from time to time find  necessary  or
desirable,  at which office or offices the books,  documents,  and papers of the
Corporation may be kept.

Section  1.2  Headquarters.   Subject  to  the  sentence  next  following,   the
Corporation's  headquarters and executive offices,  shall be located in the City
of  Cincinnati,  County  of  Hamilton,  State  of  Ohio.  The  location  of  the
Corporation's headquarters and executive offices may be changed from the City of
Cincinnati,  County of Hamilton,  State of Ohio only by the affirmative  vote of
80% of the full Board of Directors of the Corporation and not by the vote of any
committee of the Board of  Directors.  As used in these  By-Laws,  the term "the
full Board of Directors"  shall mean all directors then in office  together with
any  vacancies,  however  created.  For the avoidance of doubt and as an example
only, if the Board of Directors  consists of 17 members and two vacancies exist,
the  affirmative  vote of 14 of the 15  members  of the  Corporation's  Board of
Directors  then in office would be required to authorize a change in location of
the  Corporation's  headquarters  and executive  offices.  The  headquarters and
executive offices of the Corporation's  subsidiary,  PSI Energy,  Inc., shall be
located in the City of Plainfield,  Indiana and the  headquarters  and executive
offices of the Corporation's subsidiary,  The Cincinnati Gas & Electric Company,
shall be located in the City of Cincinnati, Ohio.

ARTICLE II
Stockholders

Section 2.1 Annual Meeting. An annual meeting of stockholders of the Corporation
for the  election  of  directors  and for the  transaction  of any other  proper
business  shall  be held at such  time  and  date in each  year as the  Board of
Directors may from time to time determine. The annual meeting in each year shall
be held at such hour on said day and at such place  within or without  the State
of Delaware as may be fixed by the Board of  Directors,  or if not so fixed,  at
the principal  business  office of the  Corporation  in the City of  Cincinnati,
County  of  Hamilton,  State  of  Ohio.  In  addition  to all  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 of the Corporation.  To be timely, a stockholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation,  not less  than 60 days nor more than 90 days  prior to the  annual
meeting; provided,  however, that in the event that less than 70 days' notice or
prior public  disclosure  of the date of the annual  meeting is given or made to
stockholders,  notice by the  stockholders  to be timely must be so received not
later than the close of  business on the  fifteenth  day  following  the date on
which  such  notice  of the date of annual  meeting  was  mailed or such  public
disclosure  was made  whichever  first  occurs.  A  stockholder's  notice to the
Secretary  shall set forth as to each matter the  stockholder  proposes to bring
before the annual meeting: (i) a brief description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting;  (ii) the name and record  address  of the  stockholder
proposing such business; (iii) the class and number of shares of the Corporation
which are beneficially  owned by the stockholder;  and (v) any material interest
of the stockholder in the business.

Notwithstanding  anything to the contrary in the By-Laws,  no business  shall be
conducted at the annual  meeting  except in accordance  with the  procedures set
forth in this Section 2.1; provided,  however,  that nothing in this Section 2.1
shall be  deemed to  preclude  discussion  by any  stockholder  of any  business
properly brought before the annual meeting.

Section 2.2  Special  Meetings.  A special  meeting of the  stockholders  of the
Corporation  entitled  to vote on any  business  to be  considered  at any  such
meeting  may be called by the  Chairman  of the Board or the  President  or by a
majority of the members of the Board of Directors then in office, acting with or
without a meeting,  or by the persons who hold 50% of all shares outstanding and
entitled to vote  thereat  upon notice in writing,  stating the time,  place and
purpose of the special meeting.  The business  transacted at the special meeting
shall be confined to the purposes and objects stated in the call.

Section 2.3 Notice of Meetings.  Whenever stockholders are required or permitted
to take any  action at a  meeting,  unless  notice is waived in  writing  by all
stockholders  entitled to vote at the meeting,  a written  notice of the meeting
shall be given which shall state the place,  date and hour of the meeting,  and,
in the case of a special meeting,  the purpose or purposes for which the meeting
is called.

Unless otherwise  provided by law, and except as to any stockholder duly waiving
notice,  the written notice of any meeting shall be given personally or by mail,
not less than 10 days nor more than 60 days  before  the date of the  meeting to
each stockholder  entitled to vote at such meeting.  If mailed,  notice shall be
deemed  given when  deposited  in the mail,  postage  prepaid,  directed  to the
stockholder  at  his  or  her  address  as it  appears  on  the  records  of the
Corporation.

When a meeting is adjourned  to another time or place,  notice need not be given
of the  adjourned  meeting if the time and place  thereof are  announced  at the
meeting  at which  the  adjournment  is  taken.  At the  adjourned  meeting  the
Corporation  may transact any business  which might have been  transacted at the
original meeting.  If, however,  the adjournment is for more than 30 days, or if
after the  adjournment a new record date is fixed for the adjourned  meeting,  a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the meeting.

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

Section  2.5 Voting.  Whenever  directors  are to be elected at a meeting,  they
shall be elected by a plurality  of the votes cast at the meeting by the holders
of stock  entitled  to vote.  Whenever  any  corporate  action,  other  than the
election of directors,  is to be taken by vote of stockholders at a meeting,  it
shall,   except  as  otherwise   required  by  law  or  by  the  Certificate  of
Incorporation or by these By-Laws, be authorized by a majority of the votes cast
at the meeting by the holders of stock entitled to vote thereon.

Except as otherwise  provided by law, or by the  Certificate  of  Incorporation,
each holder of record of stock of the Corporation entitled to vote on any matter
at any meeting of stockholders  shall be entitled to one (1) vote for each share
of such stock  standing  in the name of such  holder on the stock  ledger of the
Corporation  on the  record  date  for  the  determination  of the  stockholders
entitled to vote at the meeting.

Upon the demand of any  stockholder  entitled to vote, the vote for directors or
the vote on any other  matter  at a  meeting  shall be by  written  ballot,  but
otherwise  the method of voting and the manner in which votes are counted  shall
be discretionary with the presiding officer at the meeting.

Section 2.6 Presiding  Officer and Secretary.  At every meeting of  stockholders
the Chairman of the Board, or, in his or her absence, the President,  or, in his
or her absence, the appointee of the meeting, shall preside. The Secretary,  or,
in his or her  absence  an  Assistant  Secretary,  or if  none be  present,  the
appointee of the presiding officer of the meeting, shall act as secretary of the
meeting.

Section  2.7  Proxies.  Each  stockholder  entitled  to  vote  at a  meeting  of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting may authorize  another person or persons to act for him or her
by proxy,  but no such proxy shall be voted or acted upon after three years from
its date,  unless the proxy provides for a longer  period.  Every proxy shall be
signed by the stockholder or by his duly authorized  attorney. A stockholder may
authorize  another person or persons to act for him as proxy by  transmitting or
authorizing  the  transmission  of a  telegram,  cablegram,  or  other  means of
electronic  transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization or like agent duly
authorized  by the person  who will be the  holder of the proxy to receive  such
transmission if such  transmission is submitted with  information  from which it
may be determined that the transmission was authorized by the stockholder.

Section 2.8 List of Stockholders. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least 10 days before every meeting
of  stockholders,  a complete list of the  stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days  prior to the  meeting,  either  at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

The  stock  ledger  shall be the only  evidence  as to who are the  stockholders
entitled to examine the stock  ledger,  the list required by this Section or the
books of the  Corporation,  or to vote in person or by proxy at any  meeting  of
stockholders.

ARTICLE III
Directors

Section 3.1 Number of  Directors.  The Board of  Directors  shall  consist of 17
directors.  This number may be changed to an odd number not less than 15 and not
more  than 23 by a vote of not  less  than 75% of the  full  Board of  Directors
("Supermajority  Vote").  Any such  determination made by the Board of Directors
shall  continue in effect  unless and until changed by the Board of Directors by
Supermajority  Vote,  but no such change  shall  affect the term of any director
then in office.

Section 3.2 Election and Term of  Directors.  Only persons who are  nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
directors. Except as may be required by applicable law, no person who is, at the
time of nomination, 70 years of age or older shall be eligible for election as a
director.  Nominations of persons as candidates for election as directors of the
Corporation may be made at a meeting of stockholders  (i) by or at the direction
of the Board of Directors acting by  Supermajority  Vote (or by a unanimous vote
of the remaining directors if a Supermajority Vote is not obtainable because the
number of vacancies on the Board of  Directors);  or (ii) by any  stockholder of
the  Corporation  entitled to vote for the election of directors at such meeting
who complies with the notice  procedures set forth herein.  Any nomination other
than  those  governed  by clause  (i) of the  preceding  sentence  shall be made
pursuant to timely notice in writing to the Secretary of the Corporation.  To be
timely,  a stockholder's  notice shall be delivered to or mailed and received at
the principal  office of the  Corporation  in the State of Ohio not less than 50
days prior to the meeting; provided,  however, that if less than 60 days' notice
or prior public  disclosure of the date of the meeting is given to  stockholders
or made public,  to be timely  notice by a  stockholder  must be so received not
later than the close of  business  on the tenth day  following  the day on which
such notice of the date of the meeting was mailed or such public  disclosure was
made. Such stockholder's notice to the Secretary shall set forth: (a) as to each
person whom the stockholder  proposes to nominate for election as director:  (i)
the name, age, business address,  and residence address of such person; (ii) the
principal occupation or employment of such person; (iii) the class and number of
any shares of capital stock of the Corporation  that are  beneficially  owned by
such  person;  and (iv) any other  information  relating  to such person that is
required to be  disclosed  in  solicitations  for  proxies  for the  election of
directors  pursuant to any then existing rules or regulations  promulgated under
the Securities  Exchange Act of 1934, as amended;  and (b) as to the stockholder
giving  notice:  (i) the name and record address of such  stockholder;  (ii) the
class  and  number  of  shares  of  capital  stock of the  Corporation  that are
beneficially  owned by such  stockholder,  and  (iii)  the  period  of time such
stockholder  has held such  shares.  The  Corporation  may require any  proposed
nominee to furnish such other  information  as may reasonably be required by the
Corporation to determine the eligibility of such proposed  nominee to serve as a
director.  No person  otherwise  eligible  for  election as a director  shall be
eligible for election as a director unless nominated as set forth herein.

Commencing  on  October  24,  1994 (the  "Classification  Date") of the Board of
Directors  of the  Corporation,  the terms of  office of the Board of  Directors
shall be divided  into three (3)  classes,  Class I, Class II and Class III,  as
determined  by the Board of  Directors.  All classes shall be as nearly equal in
number as possible.

The terms of office of  directors  classified  shall be as follows:  (1) that of
Class I shall expire at the annual  meeting of  stockholders  that occurs within
the first year after the Classification  Date, (2) that of Class II shall expire
at the annual meeting of  stockholders  that occurs within the second year after
the  Classification  Date,  and (3) that of Class III shall expire at the annual
meeting  of   stockholders   that  occurs   within  the  third  year  after  the
Classification   Date.  At  each  annual  meeting  of  stockholders   after  the
Classification  Date, the successors to directors whose terms shall expire shall
be elected to serve from the time of election and qualification  until the third
annual meeting following  election and until a successor shall have been elected
and qualified or until his earlier resignation, removal from office or death. As
being under 70 years of age constitutes a continuing  qualification  for service
on the Board of Directors, any director who reaches the age of 70 years while in
office shall,  except as limited by  applicable  law,  promptly  resign from the
Corporation's Board of Directors.

Section 3.3  Vacancies  and Newly  Created  Directorships.  Vacancies  and newly
created  directorships  resulting from any increase in the authorized  number of
directors  may be filled by  election  at a meeting of  stockholders.  Except as
otherwise provided by law, and notwithstanding the provision of Section 3.6, the
remaining  directors,  whether  or not  constituting  a  majority  of the  whole
authorized number of directors,  may, by not less than a Supermajority  Vote (or
by a unanimous vote of the remaining  directors if a  Supermajority  Vote is not
obtainable  because of the number of vacancies on the Board of  Directors)  fill
any vacancy in the Board,  however arising,  for the unexpired term thereof. Any
person  elected  to fill a vacancy  in the Board  shall  hold  office  until the
expiration of the term of office for the class to which he or she is elected and
until  a  successor  is  elected  and  qualified  or  until  his or her  earlier
resignation, removal from office or death.

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

Section 3.5 Meetings.  Meetings of the Board of  Directors,  regular or special,
may be held at any place within or without the State of Delaware. Members of the
Board of Directors, or of any committee designated by the Board, may participate
in a meeting of such Board or  committee  by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the meeting can hear each other,  and  participation  in a meeting by such means
shall  constitute  presence in person at such meeting.  An annual meeting of the
Board of Directors  shall be held after each annual  election of  directors.  If
such election occurs at an annual meeting of stockholders, the annual meeting of
the Board of Directors shall be held at the same place and immediately following
such meeting of stockholders,  and no notice thereof need be given. The Board of
Directors  may fix times and places  for  regular  meetings  of the Board and no
notice  of such  meetings  need be  given.  A  special  meeting  of the Board of
Directors  shall be held  whenever  called by the  Chairman  of the  Board,  the
President or by the written  request of at least two (2) members of the Board of
Directors,  at such time and place as shall be specified in the notice or waiver
thereof.  Notice of each special meeting shall be given by the Secretary or by a
person  calling the meeting to each director in writing,  through the mail,  not
later  than the  second  day before  the  meeting,  or  personally  served or by
telephone,  telecopy,  telegram, cablegram or radiogram, in each such cases, not
later than the day before the  meeting,  and such  notice  shall be deemed to be
given at the time when the same shall be transmitted.


Section 3.6 Quorum and Voting.  A majority of the full Board of Directors  shall
constitute a quorum for the transaction of business,  but, if there be less than
a quorum at any meeting of the Board of  Directors,  a majority of the directors
present may adjourn the meeting from time to time, and no further notice thereof
need  be  given  other  than  announcement  at the  meeting  which  shall  be so
adjourned.   Except  as  otherwise  provided  by  law,  by  the  Certificate  of
Incorporation,  or by these By-Laws (including,  without  limitation,  where any
Supermajority  Vote or any other vote in excess of a majority is required),  the
vote of a majority  of the  directors  present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

Section  3.7  Written  Consent of  Directors  in Lieu of a  Meeting.  Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or of such committee,  as the case may be, consent  thereto in writing,  and the
writing or writings  are filed with the minutes of  proceedings  of the Board or
committee.

Section 3.8 Compensation. Each director of the Corporation (other than directors
who are salaried officers of the Corporation or any of its  subsidiaries)  shall
be  entitled  to  receive  as   compensation   for  services   such   reasonable
compensation,  which may include pension,  disability and death benefits, as may
be  determined  from  time  to  time  by  the  Board  of  Directors.  Reasonable
compensation  may also be paid to any person  other  than a director  officially
called to attend any such meeting.

Section 3.9  Contracts  and  Transactions  Involving  Directors.  No contract or
transaction  between  the  Corporation  and  one or  more  of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his, her
or their votes are counted for such  purpose,  if: (1) the material  facts as to
his or her  relationship  or interest and as to the contract or transaction  are
disclosed or are known to the Board of Directors or the committee, and the Board
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum;  or (2) the material facts as to
his or her  relationship  or interest and as to the contract or transaction  are
disclosed or are known to the  stockholders  entitled to vote  thereon,  and the
contract or  transaction is  specifically  approved in good faith by vote of the
stockholders;  or (3) the contract or transaction is fair as to the  Corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  Board  of
Directors,  a  committee  thereof,  or the  stockholders.  Common or  interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of  Directors  or of a  committee  which  authorizes  the  contract or
transaction.

ARTICLE IV
Committees of the Board of Directors

Section 4.1 Appointment and Powers.  The Board of Directors shall, by resolution
adopted by a majority  of the Board,  designate  annually  (subject to Article V
hereof)  six of their  number to  constitute  an  Executive  Committee,  and may
delegate to such committee  power to authorize the seal of the Corporation to be
affixed to all papers  which may  require it and to  exercise  in the  intervals
between the  meetings of the Board of  Directors  the powers of the Board in the
management of the business and affairs of the  Corporation;  provided,  however,
that the Executive  Committee  shall not have the power or authority to take any
action for which a  Supermajority  Vote or other vote in excess of a majority of
the Board of Directors is required. Each member of the Executive Committee shall
continue to be a member  thereof  only during the  pleasure of a majority of the
full Board of Directors.


The Executive  Committee may act by a majority of its members at a meeting or by
a writing signed by all of its members.

All  action  by the  Executive  Committee  shall  be  reported  to the  Board of
Directors at its meeting next succeeding such action.

Non-employee  members of such Executive  Committee  shall be entitled to receive
such fees and compensation as the Board of Directors may determine.

The Board of  Directors  may also  appoint a Finance  Committee,  a Committee on
Directors,  an Audit  Committee,  a Public Policy  Committee and a  Compensation
Committee and may also appoint such other standing or temporary  committees from
time to time as they may see fit,  delegating to such committees all or any part
of their own powers  (subject to the  provisions  of these  By-Laws);  provided,
however,  that any  compensation or benefits to be paid to an executive  officer
who is also a director must be approved by the Board of  Directors.  The members
of such  committees  shall be  entitled  to  receive  such fees as the Board may
determine.

The Board of Directors shall not amend,  modify,  vary or waive any of the terms
of the Amended and Restated  Agreement and Plan of  Reorganization  by and among
The Cincinnati Gas & Electric Company,  PSI Resources,  Inc., PSI Energy,  Inc.,
the Corporation, Cinergy Corp., an Ohio corporation, and Cinergy Sub, Inc. dated
as of December  11,  1992,  as amended and restated as of July 2, 1993 and as of
September  10, 1993 and as further  amended as of June 20, 1994,  as of July 26,
1994 and as of  September  30,  1994 (the  "Merger  Agreement")  other than by a
Supermajority Vote of the Board of Directors.

ARTICLE V
Officers, Agents and Employees

Section  5.1  Appointment  and Term of Office.  The  executive  officers  of the
Corporation,  shall consist of a Chairman of the Board, a Vice-Chairman, a Chief
Executive  Officer, a President,  one or more  Vice-Presidents,  a Secretary,  a
Treasurer  and a  Comptroller,  all of whom  shall be  elected  by the  Board of
Directors by a  Supermajority  Vote,  and shall hold office for one (1) year and
until their successors are chosen and qualified.  Any number of such offices may
be held by the same person, but no officer shall execute,  acknowledge or verify
any instrument in more than one capacity. Any vacancy occurring in the office of
the  Chairman,   Chief  Executive   Officer  or  President  shall  be  filed  by
Supermajority  Vote of the Board of  Directors.  The Chairman,  Chief  Executive
Officer  or  President  shall  be  subject  to  removal  without  cause  only by
Supermajority  Vote of the Board of Directors at a special  meeting of the Board
of Directors called for that purpose.

The Board of Directors  may appoint,  and may  delegate  power to appoint,  such
other non-executive  officers,  agents and employees as it may deem necessary or
proper,  who shall hold their  offices or  positions  for such terms,  have such
authority  and perform such duties as may from time to time be  determined by or
pursuant to authorization of the Board of Directors.

Section  5.2 The  Chairman  of the Board.  The  Chairman of the Board shall be a
director and shall preside at all meetings of the Board of Directors and, in the
absence  or  inability  to act of  the  Chief  Executive  Officer,  meetings  of
stockholders  and shall,  subject to the Board's  direction and control,  be the
Board's representative and medium of communication, and shall perform such other
duties as may from  time-to-time  be  assigned  to the  Chairman of the Board by
Supermajority  Vote of the Board of  Directors.  The Chairman of the Board shall
direct the long-term  strategic  planning  process of the  Corporation and shall
also  lend his or her  expertise  to the  President,  as may be  requested  from
time-to-time  by the President.  The Chairman shall be a member of the Executive
Committee.

Section 5.3  Vice-Chairman.  The  Vice-Chairman of the Board shall be a director
and shall  preside  at  meetings  of the Board of  Directors  in the  absence or
inability to act of the Chairman of the Board or meetings of stockholders in the
absence or inability to act of the Chief  Executive  Officer and the Chairman of
the  Board.  The  Vice-Chairman  shall  perform  such  other  duties as may from
time-to-time  be  assigned to him or her by  Supermajority  Vote of the Board of
Directors.  The Vice-Chairman  shall be a member of the Executive  Committee and
the Corporate Governance Committee.

Section 5.4 Chief  Executive  Officer.  The Chief  Executive  Officer shall be a
director  and shall  preside at all  meetings of the  stockholders,  and, in the
absence or inability to act of the Chairman of the Board and the  Vice-Chairman,
meetings of the Board of Directors,  and shall submit a report of the operations
of the  Corporation  for the fiscal  year to the  stockholders  at their  annual
meeting and from time-to-time shall report to the Board of Directors all matters
within his or her knowledge  which the interests of the  Corporation may require
be brought to their notice. The Chief Executive Officer shall be the chairman of
the  Executive  Committee  and ex officio a member of all  standing  committees.
Where the offices of President and Chief Executive Officer are held by different
individuals, the President will report directly to the Chief Executive Officer.

Section 5.5 The President. The President shall be the chief operating officer of
the  Corporation.  The President  shall have general and active  management  and
direction  of the  affairs of the  Corporation,  shall have  supervision  of all
departments  and of all officers of the  Corporation,  shall see that the orders
and  resolutions  of the Board of Directors and of the  Executive  Committee are
carried into effect, and shall have the general powers and duties of supervision
and management  usually vested in the office of President of a corporation.  All
corporate  officers and functions  except those reporting to the Chairman of the
Board or the Chief Executive Officer shall report directly to the President.

Section 5.6 The Vice-Presidents.  The Vice-Presidents  shall perform such duties
as the Board of Directors shall, from time to time,  require.  In the absence or
incapacity of the President,  the Vice President  designated by the President or
Board of Directors or Executive  Committee  shall exercise the powers and duties
of the President.

Section 5.7 The Secretary.  The Secretary shall attend all meetings of the Board
of Directors, of the Executive Committee and any other committee of the Board of
Directors and of the  stockholders and act as clerk thereof and record all votes
and the minutes of all  proceedings  in a book to be kept for that purpose,  and
shall  perform  like  duties for the  standing  committees  when  required.

The  Secretary  shall  keep in safe  custody  the seal of the  corporation  and,
whenever authorized by the Board of Directors or the Executive Committee,  affix
the seal to any instrument requiring the same.

The  Secretary  shall see that proper notice is given of all the meetings of the
stockholders  of the Corporation and of the Board of Directors and shall perform
such  other  duties  as may be  prescribed  from  time to time by the  Board  of
Directors, the Chairman, the Chief Executive Officer, or the President.

Assistant Secretaries. At the request of the Secretary, or in his or her absence
or inability to act, the Assistant  Secretary or, if there be more than one, the
Assistant Secretary designated by the Secretary, shall perform the duties of the
Secretary  and when so acting shall have all the powers of and be subject to all
the restrictions of the Secretary.  The Assistant Secretaries shall perform such
other duties as may from time to time be assigned to them by the President,  the
Secretary, or the Board of Directors.

Section 5.8 The Treasurer.  The Treasurer shall be the financial  officer of the
Corporation, shall keep full and accurate accounts of all collections,  receipts
and  disbursements  in books  belonging to the  corporation,  shall  deposit all
moneys and other valuables in the name and to the credit of the Corporation,  in
such  depositories as may be directed by the Board of Directors,  shall disburse
the funds of the  Corporation  as may be ordered by the Board of Directors,  the
Chairman, the Chief Executive Officer, or the President,  taking proper vouchers
therefor,  and shall render to the President,  the Chief Executive Officer,  the
Chairman,  and/or  directors at all regular  meetings of the Board,  or whenever
they may require it, and to the annual meeting of the  stockholders,  an account
of all his or her  transactions  as Treasurer and of the financial  condition of
the Corporation.

The  Treasurer  shall also perform such other duties as the Board of  Directors,
the Chairman,  the Chief  Executive  Officer,  or the President may from time to
time require.

If required by the Board of Directors the Treasurer shall give the Corporation a
bond in a form and in a sum with surety  satisfactory  to the Board of Directors
for  the  faithful  performance  of the  duties  of his or her  office  and  the
restoration to the  Corporation in the case of his or her death,  resignation or
removal from office of all books, papers,  vouchers, money and other property of
whatever kind in his or her possession belonging to the Corporation.

Assistant Treasurers.  At the request of the Treasurer, or in his or her absence
or inability to act, the Assistant  Treasurer or, if there be more than one, the
Assistant Treasurer designated by the Treasurer, shall perform the duties of the
Treasurer  and when so acting shall have all the powers of and be subject to all
the restrictions of the Treasurer.  The Assistant  Treasurers shall perform such
other duties as may from time to time be assigned to them by the President,  the
Treasurer, or the Board of Directors.

Section  5.9 The  Comptroller.  The  Comptroller  shall  have  control  over all
accounts  and  records of the  Corporation  pertaining  to  moneys,  properties,
materials  and  supplies.  He or she shall  have  executive  direction  over the
bookkeeping and accounting  departments and shall have general  supervision over
the records in all other departments pertaining to moneys, properties, materials
and supplies.  He or she shall have such other powers and duties as are incident
to the office of Comptroller of a corporation  and shall be subject at all times
to the direction and control of the Board of Directors,  the Chairman, the Chief
Executive Officer, the President, or a Vice President.

Assistant  Comptrollers.  At the  request of the  Comptroller,  or in his or her
absence or inability to act, the Assistant Comptroller or, if there be more than
one, the Assistant Comptroller designated by the Comptroller,  shall perform the
duties of the  Comoptroller  and when so acting shall have all the powers of and
be  subject  to  all  the  restrictions  of  the   Comptroller.   The  Assistant
Comptrollers  shall  perform  such  other  duties  as may  from  time to time be
assigned to them by the President, the Comptroller, or the Board of Directors.

Section 5.10  Compensation  and Bond.  The  compensation  of the officers of the
Corporation  shall  be  fixed  by the  Compensation  Committee  of the  Board of
Directors,  but this power may be  delegated  to any officer in respect of other
officers under his or her control.  The  Corporation  may secure the fidelity of
any or all of its officers, agents or employees by bond or otherwise.

ARTICLE VI
Indemnification

Section 6.1  Indemnification of Directors,  Officers,  Employees and Agents. (A)
Any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative  (other than any action or suit by or
in the right of the  Corporation) by reason of the fact that he or she is or was
a director,  officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
(specifically  including  employee  benefit plans),  shall be indemnified by the
Corporation,  if, as and to the extent  authorized  by applicable  law,  against
expenses   (specifically   including   attorney's   fees),   judgments,    fines
(specifically including any excise taxes assessed on a person with respect to an
employee  benefit plan) and amounts paid in settlement  actually and  reasonably
incurred  by him or her in  connection  with the defense or  settlement  of such
action, suit or proceeding,  if he or she acted in good faith and in a manner he
or she 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 or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the person did not act in good faith and in a manner he or she
reasonably  believed  to be in and not  opposed  to the  best  interests  of the
Corporation  and, with respect to any criminal  action or proceeding,  he or she
had no reasonable cause to believe his or her conduct was unlawful.

(B) The  Corporation  shall,  to the extent not  prohibited by  applicable  law,
indemnify  or  agree  to  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party, to any threatened,  pending,  or completed action
or suit by or in the right of the  Corporation  to  procure a  judgement  in its
favor  by  reason  of the  fact  that he or she is or was a  director,  officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation  as a  director,  trustee,  officer,  employee,  or agent of another
corporation,  domestic or foreign, non-profit or for-profit,  partnership, joint
venture,  trust or other  enterprise  (specifically  including  employee benefit
plans),  against  expenses  (including  attorneys' fees) actually and reasonably
incurred  by him or her in  connection  with the defense or  settlement  of such
action  or suit if he or she  acted in good  faith  and in a  manner  reasonably
believed  to be in or not  opposed  to the best  interests  of the  Corporation;
provided that, no  indemnification  shall be made in respect of any claim, issue
or matter as to which such person  shall have been  adjudged to be liable to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

(C)  To  the  extent  that  a  director,  officer,  employee,  or  agent  of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit, or proceeding  referred to in the  paragraphs  (A) or (B) of this
Section,  or in defense of any claim,  issue, or matter therein, he or she shall
be  indemnified  against  expenses,   specifically  including  attorneys'  fees,
actually and reasonably incurred by him or her in connection therewith.

(D) Any  indemnification  under  Paragraphs (A) and (B) of this Section,  unless
ordered by a court,  shall be made by the Corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
trustee,  officer,  employee, or agent is proper in the circumstances because he
or she has met the applicable  standard of conduct set forth in such  Paragraphs
(A) and (B).  Such  determination  shall be made as  follows:  (1) the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties to such action,  suit,  or  proceeding;  (2) if the quorum  described in
(D)(1) of this  Section is not  obtainable  or, even if  obtainable  a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion; or (3) by the stockholders.

Section 6.2 Advances for Litigation  Expenses.  Expenses  (including  attorneys'
fees) incurred by a director,  officer, employee, or agent of the Corporation in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding,  shall be paid by the Corporation as they are incurred in advance of
the final  disposition  of such action,  suit or  proceeding  upon receipt of an
undertaking by or on behalf of such director,  officer,  employee, or agent: (1)
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 VI;
and (2) to cooperate reasonably with the Corporation concerning the action, suit
or proceeding.

Section 6.3 Indemnification  Nonexclusive.  The indemnification provided by this
Article  shall not be  exclusive of and shall be in addition to any other rights
granted to those seeking indemnification under the Certificate of Incorporation,
these  By-Laws,  any  agreement,  any  vote  of  stockholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office and shall continue as to
a person who has ceased to be a director,  trustee, officer,  employee, or agent
and shall inure to the benefit of the heirs,  executors,  and  administrators of
such a person.

Section 6.4  Indemnity  Insurance.  The  Corporation  may  purchase and maintain
insurance  or furnish  similar  protection,  including  but not limited to trust
funds, letters of credit, or self-insurance,  on behalf of or for any person who
is or was a director,  officer, employee, or agent of the Corporation,  or is or
was serving at the request of the Corporation as a director,  trustee,  officer,
employee or agent of another corporation,  domestic or foreign, nonprofit or for
profit,  partnership,  joint venture,  trust, or other  enterprise,  against any
liability  asserted  against  him or her and  incurred by him or her in any such
capacity,  or  arising  out of his or her  status  as such,  whether  or not the
Corporation  would have the power to indemnify him or her against such liability
under this Article.  Insurance may be purchased from or maintained with a person
in which the Corporation has a financial interest.

Section 6.5 Definitions. For purposes of this Article: (1) a person who acted in
good faith and in a manner he or she  reasonably  believed to be in the interest
of  the  participants  and  beneficiaries  of an  employee  benefit  plan  shall
conclusively  be  deemed  to have  acted in a manner  "not  opposed  to the best
interests  of the  Corporation";  (2) a person  shall be deemed to have acted in
"good faith" and in a manner he  reasonably  believed to be in or not opposed to
the best interests of the  Corporation,  or, with respect to any criminal action
or  proceeding,  to have had no  reasonable  cause to believe  his  conduct  was
unlawful,  if his  action is based on the  records  or books of  account  of the
Corporation  or another  enterprise,  or on  information  supplied to him by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the  Corporation or another  enterprise or
on  information  or records given or reports made to the  Corporation or another
enterprise by an independent  certified public  accountant or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise;  (3) the term "another  enterprise" as used in this Article VI shall
mean any other corporation or any partnership,  joint venture,  trust,  employee
benefit plan or other  enterprise  of which such person is or was serving at the
request of the Corporation as a director,  officer,  employee or agent;  and (4)
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed in a  consolidation  or merger,  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors, officers, employees, and agents.

ARTICLE VII
Common Stock

Section 7.1 Certificates.  Certificates for stock of the Corporation shall be in
such form as shall be approved by the Board of Directors  and shall be signed in
the  name  of  the  Corporation  by the  Chairman  or  the  President  or a Vice
President,  and by the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant  Secretary.  Such  certificates  may be sealed with the seal of the
Corporation  or  a  facsimile  thereof.  Any  of  or  all  the  signatures  on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he or she were such  officer,  transfer  agent or registrar at the date of
issue.

                  Section 7.2  Transfers  of Stock.  Transfers of stock shall be
made only upon the books of the Corporation by the holder,  in person or by duly
authorized attorney, and on the surrender of the certificate or certificates for
such stock  properly  endorsed.  The Board of Directors  shall have the power to
make all such rules and regulations,  not  inconsistent  with the Certificate of
Incorporation  and these By-Laws and the law, as the Board of Directors may deem
appropriate  concerning the issue, transfer and registration of certificates for
stock of the  Corporation.  The Board of Directors or the Finance  Committee may
appoint one (1) or more transfer agents or registrars of transfers, or both, and
may require all stock certificates to bear the signature of either or both.

Section 7.3 Lost, Stolen or Destroyed Certificates.  The Corporation may issue a
new stock certificate in the place of any certificate  theretofore issued by it,
alleged to have been lost, stolen or destroyed,  and the Corporation may require
the  owner of the  lost,  stolen or  destroyed  certificate  or his or her legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged  loss,  theft or
destruction of any such certificate or the issuance of any such new certificate.
The Board of  Directors  may  require  such  owner to satisfy  other  reasonable
requirements.

Section 7.4 Stockholder Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change,  conversion  or exchange of stock,  or for the purpose of
any other lawful  action,  the Board of Directors may fix, in advance,  a record
date,  which  shall not be more than 60 nor less than 10 days before the date of
such  meeting,  nor more than sixty days  prior to any other  action.  Only such
stockholders  as shall be  stockholders  of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment thereof,
or to give  such  consent,  or to  receive  payment  of such  dividend  or other
distribution,  or to  exercise  such  rights  in  respect  of any  such  change,
conversion or exchange of stock,  or to participate in such action,  as the case
may  be,  notwithstanding  any  transfer  of  any  stock  on  the  books  of the
Corporation after any record date so fixed.

If no record  date is fixed by the Board of  Directors,  (l) the record date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders  shall be at the close of  business on the day next  preceding  the
date on which  notice  is given,  or,  if  notice is waived by all  stockholders
entitled  to vote at the  meeting,  at the  close  of  business  on the day next
preceding  the day on which  the  meeting  is held and (2) the  record  date for
determining stockholders for any other purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.

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

Section 7.5 Beneficial  Owners.  The Corporation  shall be entitled to recognize
the exclusive  right of a person  registered on its books as the owner of shares
to receive  dividends,  and to vote as such owner,  and to hold liable for calls
and  assessments a person  registered  on its books as the owner of shares,  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such  share or shares on the part of any other  person,  whether or not it shall
have express or other notice thereof, except as otherwise provided by law.

ARTICLE VIII
Seal

Section  8.1 Seal.  The seal of the  Corporation  shall be  circular in form and
shall bear,  in addition to any other emblem or device  approved by the Board of
Directors,  the name of the Corporation,  the year of its  incorporation and the
words "Corporate  Seal" and "Delaware".  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE IX
Waiver of Notice

Section  9.1  Waiver  of  Notice.  Whenever  notice is  required  to be given by
statute,  or under any provision of the  Certificate of  Incorporation  or these
By-Laws,  a written  waiver  thereof,  signed by the person  entitled to notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice.  In the case of a  stockholder,  such  waiver of notice may be signed by
such stockholder's attorney or proxy duly appointed in writing.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person  attends a meeting for the express  purpose of  objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the  purpose  of,  any  regular  or  special  meeting  of the  stockholders,
directors  or members of a  committee  of  directors  need be  specified  in any
written waiver of notice.

ARTICLE X
Fiscal Year

Section 10.1 Fiscal Year. The Fiscal Year of the corporation  shall begin on the
first day of January and  terminate  on the  thirty-first  day of December  each
year.

ARTICLE XI
Contracts, Checks, etc.

Section  11.1  Contracts,  Checks,  etc.  The Board of  Directors or the Finance
Committee may by  resolution  adopted at any meeting  designate  officers of the
Corporation who may in the name of the Corporation  execute  contracts,  checks,
drafts, and orders for the payment of money in its behalf and, in the discretion
of the Board of  Directors  or the Finance  Committee,  such  officers may be so
authorized  to sign such  contracts or checks  singly  without the  necessity of
counter-signature.

ARTICLE XII
Amendments

Section 12.1 Amendments. Except as set forth below, these By-Laws may be amended
or repealed by the Board of Directors or by the affirmative  vote of the holders
of a majority of the issued and outstanding common stock of the Corporation,  or
by the unanimous  written  consent of the holders of the issued and  outstanding
common stock of the Corporation.

Notwithstanding the foregoing paragraph,  the affirmative vote of the holders of
at least  80% of the  issued  and  outstanding  shares  of  common  stock of the
Corporation shall be required to amend,  alter or repeal, or adopt any provision
inconsistent  with, the  requirements of Section 2.2,  Section 3.1, Section 3.2,
Section 3.3 or this  paragraph of Section 12.1 of these  ByLaws,  in addition to
any requirements of law and any provisions of the Certificate of  Incorporation,
any By-law,  or any resolution of the Board of Directors adopted pursuant to the
Certificate of Incorporation (and  notwithstanding  that a lesser percentage may
be specified by law, the  Certificate  of  Incorporation,  these  By-Laws,  such
resolution, or otherwise).

Notwithstanding any of the foregoing,  the affirmative vote of a majority of the
holders of the issued and outstanding  common stock of the Corporation  shall be
required to amend, alter or repeal, or adopt any provision inconsistent with (i)
any  provision of these ByLaws  requiring a  Supermajority  Vote of the Board of
Directors   (including   this   provision   of   Section   12.1)   or  (ii)  the
responsibilities  of the Chief  Executive  Officer or  President as set forth in
Section 5.4 or Section 5.5, and the Board of Directors  shall not  recommend any
such  amendment  to such  provisions  to the  stockholders  unless the  proposed
amendment is approved by the Board of Directors acting by Supermajority Vote.

ARTICLE XIII
Dividends

Section 13.1  Dividends.  Dividends  upon the capital stock of the  Corporation,
subject to the provisions of the  Certificate of  Incorporation,  if any, may be
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, in property,  or in shares of the capital stock. Before payment of
any  dividend,  there  may be set  aside  out of any  funds  of the  Corporation
available for dividends  such sum or sums as the Board of Directors from time to
time, in its absolute discretion,  deems proper as a reserve or reserves to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property  of the  Corporation,  or for any  proper  purpose,  and the  Board  of
Directors may modify or abolish any such reserve.