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                                                                     EXHIBIT 3.2
















                                ALBERTSON'S, INC.

                                     BY-LAWS
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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                    ARTICLE I
<S>               <C>                                                                                             <C>
Section 1.1       Registered Office.............................................................................  1
Section 1.2       Other Offices.................................................................................  1

                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

Section 2.1       Place of Meetings.............................................................................  1
Section 2.2       Annual Meetings...............................................................................  1
Section 2.3       Notice of Annual Meeting......................................................................  1
Section 2.4       List of Stockholders Entitled to Vote.........................................................  1
Section 2.5       Special Meetings..............................................................................  2
Section 2.6       Notice of Special Meeting.....................................................................  2
Section 2.7       Quorum........................................................................................  2
Section 2.8       Voting........................................................................................  3
Section 2.9       Proxies.......................................................................................  3
Section 2.10      Nature of Business at Meetings of Stockholders................................................  3

                  A        Limitation...........................................................................  3
                  B.       Notice Requirement...................................................................  4
                  C.       Timeliness of Notice.................................................................  4
                  D.       Form of Notice.......................................................................  4
                  E.       Business Brought Improperly..........................................................  4

Section 2.11      Stock Ledger..................................................................................  5
Section 2.12      Record Date in General........................................................................  5
Section 2.13      Record Date for Stockholder Action by Written Consent.........................................  5
Section 2.14      Inspectors of Election........................................................................  6

                                   ARTICLE III

                                    DIRECTORS

Section 3.1       Number and Election of Directors..............................................................  6
Section 3.2       Nomination of Directors.......................................................................  7

                  A.       Limitation...........................................................................  7
                  B.       Notice Requirement...................................................................  7
                  C.       Timeliness of Notice.................................................................  7
</TABLE>

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<TABLE>
<CAPTION>
<S>               <C>                                                                                            <C>
                  D.       Form of Notice.......................................................................  7
                  E.       Defective Nomination.................................................................  8

Section 3.3       Vacancies.....................................................................................  8
Section 3.4       Resignations and Removals of Directors........................................................  8
Section 3.5       Duties and Powers.............................................................................  9
Section 3.6       Indemnification...............................................................................  9

                  A.       Power to Indemnify in Actions, Suits or Proceedings Other than
                           Those by or in the Right of the Corporation..........................................  9
                  B.       Power to Indemnify in Actions, Suits or Proceedings by or
                           in the Right of the Corporation......................................................  9
                  C.       Authorization of Indemnification..................................................... 10
                  D.       Good Faith Defined................................................................... 10
                  E.       Indemnification by a Court........................................................... 11
                  F.       Expenses Payable in Advance.......................................................... 11
                  G.       Nonexclusivity of Indemnification and Advancement of Expenses........................ 11
                  H.       Insurance............................................................................ 11
                  I.       Certain Definitions.................................................................. 12
                  J.       Survival of Indemnification and Advancement of Expenses.............................. 12
                  K.       Limitation on Indemnification........................................................ 12
                  L.       Indemnification of Employees and Agents.............................................. 12

Section 3.7       Retirement Age................................................................................ 12
Section 3.8       Meetings...................................................................................... 13
Section 3.9       Quorum........................................................................................ 13
Section 3.10      Actions of Board.............................................................................. 13
Section 3.11      Meetings by Means of Conference Telephone..................................................... 13
Section 3.12      Committees.................................................................................... 13
Section 3.13      Compensation.................................................................................. 14
Section 3.14      Interested Directors.......................................................................... 14

                                   ARTICLE IV

                                     NOTICES

Section 4.1       Notices....................................................................................... 15
Section 4.2       Waiver of Notice.............................................................................. 15
</TABLE>

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<TABLE>
<CAPTION>
                                    ARTICLE V

                                    OFFICERS

<S>               <C>                                                                                            <C>
Section 5.1       Officers Chosen by the Board.................................................................. 15
Section 5.2       Officers Chosen by the Chief Executive Officer................................................ 16
Section 5.3       Qualification................................................................................. 16
Section 5.4       Voting Securities Owned by the Corporation.................................................... 16
Section 5.5       Chairman of the Board......................................................................... 16
Section 5.6       Chairman of the Executive Committee........................................................... 16
Section 5.7       Chief Operating Officer....................................................................... 16
Section 5.8       Vice Chairman of the Board.................................................................... 17
Section 5.9       President..................................................................................... 17
Section 5.10      Chief Executive Officer....................................................................... 17
Section 5.11      Vice Presidents............................................................................... 17
Section 5.12      Secretary..................................................................................... 17
Section 5.13      Assistant Secretaries......................................................................... 18
Section 5.14      Treasurer..................................................................................... 18
Section 5.15      Assistant Treasurers.......................................................................... 18

                                   ARTICLE VI

                                      STOCK

Section 6.1       Form of Certificates.......................................................................... 19
Section 6.2       Signatures.................................................................................... 19
Section 6.3       Lost, Destroyed, Stolen or Mutilated Certificates............................................. 19
Section 6.4       Transfers..................................................................................... 19
Section 6.5       Transfer and Registry Agents.................................................................. 20
Section 6.6       Registered Stockholders....................................................................... 20

                                   ARTICLE VII

                               GENERAL PROVISIONS

Section 7.1       Dividends..................................................................................... 20
Section 7.2       Disbursements................................................................................. 20
Section 7.3       Fiscal Year................................................................................... 20
Section 7.4       Corporate Seal................................................................................ 20
Section 7.5       Election Not to Be Subject to Idaho Business Combination Law.................................. 20
Section 7.6       Election Not to Be Subject to Idaho Control Share Acquisition Law............................. 20
Section 7.7       Entire Board of Directors..................................................................... 21
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<TABLE>
<CAPTION>
                                  ARTICLE VIII

                                   AMENDMENTS

<S>               <C>                                                                                            <C>
Section 8.1       Amendments.................................................................................... 21
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                                ALBERTSON'S, INC.

                                     BY-LAWS


                                    ARTICLE I

                                     OFFICES

         SECTION 1.1 REGISTERED OFFICE. The registered office of Albertson's,
Inc. (the "Corporation") shall be in the City of Wilmington, County of New
Castle, State of Delaware.

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


                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

         SECTION 2.1 PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors shall be held in the City of Boise, State of Idaho, at
such place as may be fixed from time to time by the Board of Directors, or at
such other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting. Meetings of the stockholders for any other purpose may be held
at such time and place, within or without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         SECTION 2.2 ANNUAL MEETINGS. Annual meetings of stockholders shall be
held on the fourth Friday of May, if not a legal holiday and, if a legal
holiday, then on the next day following that is not a legal holiday, at 10:00
o'clock A.M., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
the stockholders shall elect by written ballot a Board of Directors, and
transact such other business as may be properly brought before the meeting.

         SECTION 2.3 NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting, stating the place, date and hour of the meeting, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.

         SECTION 2.4 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, or shall
cause to be prepared and made, at least ten days before every meeting of
stockholders a complete list of the stockholders entitled

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to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten 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; provided, however, the failure to do so shall not offset the
validity of any meeting.

         SECTION 2.5 SPECIAL MEETINGS. Unless otherwise prescribed by statute or
by the certificate of incorporation of the Corporation, as amended and restated
from time to time or by one or more certificates of designation filed on behalf
of the Corporation pursuant to Section 151(f) of the Delaware General
Corporation Law (such certificate of incorporation and such certificate or
certificates of designation being collectively referred to herein as the
"Certificate of Incorporation"), special meetings of the stockholders, for any
purpose or purposes, may be called only by the chairman or vice chairman of the
Board of Directors or president of the Corporation and shall be called by the
chairman or vice chairman of the Board of Directors or president or secretary of
the Corporation at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the proposed
meeting. At a special meeting of the stockholders, only such business shall be
conducted as shall be specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors.

         SECTION 2.6 NOTICE OF SPECIAL MEETING. Written notice of a special
meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.

         SECTION 2.7 QUORUM. The holders of a majority of the shares of common
stock of the Corporation (the "Common Stock") issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by law or by the Certificate of
Incorporation. A quorum, once established, shall not be broken by the withdrawal
of enough votes to leave less than a quorum. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting not less than ten nor more than sixty days before the
date of the meeting.

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         SECTION 2.8 VOTING. At all meetings of the stockholders at which a
quorum is present, except as otherwise required by law, the Certificate of
Incorporation or these by-laws, any question brought before any meeting of
stockholders shall be decided by the affirmative vote of the holders of shares
present in person or represented by proxy who properly cast a majority of the
votes on such question. Each holder of Common Stock shall be entitled to cast
one vote for each share of Common Stock standing in his or her name on the books
of the Corporation, and each holder of preferred stock shall be entitled to cast
such number of votes as is provided in the Certificate of Incorporation, voting
separately from or together with the holders of Common Stock as provided in the
Certificate of Incorporation. The Board of Directors, in its discretion, or the
officer of the Corporation presiding at a meeting of stockholders, in his or her
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

         SECTION 2.9 PROXIES. Any stockholder entitled to vote may do so in
person or by his or her proxy appointed by an instrument in writing subscribed
by such stockholder or by his or her attorney thereunto authorized, delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted or
acted upon after three years from its date, unless said proxy provides for a
longer period. Without limiting the manner in which a stockholder may authorize
another person or persons to act for him or her as proxy, either of the
following shall constitute a valid means by which a stockholder may grant such
authority: (a) a stockholder may execute a writing authorizing another person or
persons to act for him or her as proxy. Execution may be accomplished by the
stockholder or his or her authorized officer, director, employee or agent
signing such writing or causing his or her signature to be affixed to such
writing by any reasonable means, including, but not limited to, by facsimile
signature; or (b) a stockholder may authorize another person or persons to act
for him or her as proxy by transmitting or authorizing the transmission of a
telegram 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; provided, however, that any such
telegram or other means of electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram or
other electronic transmission was authorized by the stockholder. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission authorizing another person or persons to act as proxy for a
stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

         SECTION 2.10 NATURE OF BUSINESS AT MEETINGS OF STOCKHOLDERS.

                  A. Limitation. Except as otherwise provided by law or the
Certificate of Incorporation, no business may be transacted at an annual meeting
of stockholders, other than business that is (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b)

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otherwise properly brought before the annual meeting by or at the direction of
the Board of Directors (or any duly authorized committee thereof) or (c)
otherwise properly brought before the annual meeting by any holder of Common
Stock (i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 2.10 and on the record date for the determination
of stockholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 2.10.

                  B. Notice Requirement. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice thereof to the
secretary of the Corporation in accordance with subsection C of this Section
2.10 in proper written form in accordance with subsection D of this Section
2.10.

                  C. Timeliness of Notice. To be timely, a stockholder's notice
to the secretary of the Corporation of business to be brought before an annual
meeting must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty days nor more than ninety days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty days before or after such
anniversary date, in order to be timely, notice by the 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 annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever occurs first.

                  D. Form of Notice. To be in proper written form, a
stockholder's notice to the secretary of the Corporation of business to be
brought before an annual meeting must set forth as to each matter such
stockholder proposes to bring before the annual meeting (a) 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, (b) the name and record
address of such stockholder, (c) the class or series and number of shares of
stock of the Corporation that are owned beneficially or of record by such
stockholder, (d) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest such stockholder has in such business and (e) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.

                  E. Business Brought Improperly. No business shall be conducted
at the annual meeting of stockholders except business brought before the annual
meeting in accordance with the procedures set forth in this Section 2.10;
provided, however, that, once business has been properly brought before the
annual meeting in accordance with such procedures, nothing in this Section 2.10
shall be deemed to preclude discussion by any stockholder of any such business.
If the chairman of an annual meeting determines that business was not properly
brought before the annual meeting in accordance with the foregoing procedures,
such chairman

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shall declare to the meeting that the business was not properly brought before
the meeting, and such business shall not be transacted.

         SECTION 2.11 STOCK LEDGER. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled (a) to examine the
stock ledger, the list required by Section 2.4 of these by-laws or the books of
the Corporation or (b) to vote in person or by proxy at any meeting of
stockholders.

         SECTION 2.12 RECORD DATE IN GENERAL. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action (other than an action to be taken
by written consent without a meeting), the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which record
date: (a) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall not be more than sixty nor
less than ten days before the date of such meeting; and (b) in the case of any
other action (other than an action to be taken by written consent without a
meeting), shall not be more than sixty days prior to such other action. If no
record date is fixed: (a) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (b) the record date for determining stockholders
for any other purpose (other than an action to be taken by written consent
without a meeting) 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 2.13 RECORD DATE FOR STOCKHOLDER ACTION BY WRITTEN CONSENT. In
order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the secretary of
the Corporation, request the Board of Directors to fix a record date. The Board
of Directors shall promptly, but in all events within ten days after the date on
which such a request is received, adopt a resolution fixing the record date. If
no record date has been fixed by the Board of Directors within ten days of the
date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action

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taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of stockholders meetings are recorded, to the attention of the
secretary of the Corporation. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, 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 date on which the Board of Directors adopts the resolution
taking such prior action. No consent to corporate action in writing without a
meeting shall be effective unless delivered to the Corporation within sixty days
following the record date relating thereto fixed pursuant to this Section 2.13.

         SECTION 2.14 INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors by resolution or the chairman or vice
chairman of the Board of Directors or president or secretary of the Corporation
shall appoint one or more inspectors of election to act at the meeting and make
a written report thereof. One or more other persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is present, ready and willing to act at a meeting of stockholders,
the chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Unless otherwise required by law, inspectors may be officers, employees
or agents of the Corporation. Each inspector, before entering upon the discharge
of his or her duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his or
her ability. The inspector shall have the duties prescribed by law, shall take
charge of the polls and, when the vote is completed, shall make a certificate of
the result of the vote taken and of such other facts as may be required by law.


                                   ARTICLE III

                                    DIRECTORS

         SECTION 3.1 NUMBER AND ELECTION OF DIRECTORS. The number of directors
which shall constitute the whole Board shall be not less than three nor more
than twenty-one. Within the limits above specified, the number of directors
shall be determined by resolution of the Board or by the vote at the annual
meeting of the holders of at least three-fourths of the outstanding shares of
stock then entitled to vote in elections of directors. The Board shall be
divided into three classes. Any increase or decrease in the number of directors
shall be apportioned among the classes so as to make all classes as nearly equal
in number as possible. No decrease in the authorized number of directors shall
shorten the term of any incumbent director. Unless and until otherwise
determined, the first and third classes shall each consist of five directors,
and the second class shall consist of four directors. A separate election shall
be held for each class of directors at the 1980 annual meeting of stockholders.
At the 1980 annual meeting of stockholders the directors elected to the first
class shall hold office for a term of one year and until their respective
successors are elected and qualified; the directors elected to the second

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class shall hold office for a term of two years and until their respective
successors are elected and qualified, and the directors elected to the third
class shall hold office for a term of three years and until their respective
successors are elected and qualified. At each annual meeting thereafter the
successors to the class of directors whose term is then expiring shall be
elected to hold office for a term of three years and until their respective
successors are elected. Directors need not be stockholders.

         SECTION 3.2 NOMINATION OF DIRECTORS.

                  A. Limitation. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the
Corporation, except as may be otherwise provided in the Certificate of
Incorporation. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any holder of Common Stock (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 3.2 and on the
record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 3.2.

                  B. Notice Requirement. In addition to any other applicable
requirements, for a nomination of a director to be made by a stockholder, such
stockholder must have given timely notice thereof to the secretary of the
Corporation in accordance with subsection C of this Section 3.2 in proper
written form in accordance with subsection D of this Section 3.2.

                  C. Timeliness of Notice. To be timely, a stockholder's notice
to the secretary of the Corporation of a nomination of a director must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than sixty days nor
more than ninety days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty days before or
after such anniversary date, in order to be timely, notice by the 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 annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever occurs first; and (b) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close of
business on the tenth day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever occurs first.

                  D. Form of Notice. To be in proper written form, a
stockholder's notice to the secretary of the Corporation of a nomination of a
director must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares of stock of the

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<PAGE>   13
Corporation that are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of stock of the Corporation that are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

                  E. Defective Nomination. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 3.2. If the chairman of the meeting
determines that a nomination was not made in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the nomination was
defective, and such defective nomination shall be disregarded.

         SECTION 3.3 VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. Any director so chosen shall hold office until the
next election of the class for which such director has been chosen, and until
his or her successor has been elected, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute. If at the time of filling any vacancy or any newly created
directorship the directors then in office shall constitute less than a majority
of the entire Board of Directors (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of shares at the
time outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         SECTION 3.4 RESIGNATIONS AND REMOVALS OF DIRECTORS. Any director of the
Corporation may resign at any time, by giving written notice to the chairman or
vice chairman of the Board of Directors, the president or the secretary of the
Corporation. Such resignation shall take effect at the time therein specified
or, if no time is specified, immediately; and, unless otherwise specified in
such notice, the acceptance of such resignation shall not be necessary to make
it effective. Except as otherwise required by law and subject to the rights, if
any, of the

                                        8
<PAGE>   14
holders of shares of preferred stock then outstanding, any director or the
entire Board of Directors may be removed from office at any time, but only for
cause, and only by the affirmative vote of the holders of at least a majority in
voting power of the issued and outstanding stock of the Corporation entitled to
vote in the election of directors. As used in this Section 3.4, the term "cause"
shall mean (a) conviction of a crime involving moral turpitude, (b)
administrative agency determination of conduct involving moral turpitude or (c)
a determination in good faith, by a majority in voting power of the issued and
outstanding stock of the Corporation entitled to vote in the election of
directors after a hearing before at minimum such a majority in voting power, of
conduct involving moral turpitude materially adverse to the interests of the
Corporation.

         SECTION 3.5 DUTIES AND POWERS. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.

         SECTION 3.6 INDEMNIFICATION.

                  A. Power to Indemnify in Actions, Suits or Proceedings Other
than Those by or in the Right of the Corporation. Subject to subsection C of
this Section 3.6, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding 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, and, with respect to any criminal action
or proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that such 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, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

                  B. Power to Indemnify in Actions, Suits or Proceedings by or
in the Right of the Corporation. Subject to subsection C of this Section 3.6,
the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation,

                                        9
<PAGE>   15
or is or was a director or officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of 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; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable 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. Authorization of Indemnification. Any indemnification under
this Section 3.6 (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 or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
subsection A or subsection B of this Section 3.6, as the case may be. Such
determination shall be made (a) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(b) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion or (c) by the stockholders. To
the extent, however, that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith, without
the necessity of authorization in the specific case.

                  D. Good Faith Defined. For purposes of any determination under
subsection C of this Section 3.6, a person shall be deemed to have 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, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe his or her conduct was
unlawful, if such person's action is based on the records or books of account of
the Corporation or another enterprise, or on information supplied to such person
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. The term "another enterprise" as used in this subsection D
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. The
provisions of this subsection D shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in subsection A or subsection B of this
Section 3.6, as the case may be.

                                       10
<PAGE>   16
                  E. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under subsection C of this Section 3.6, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction in the State of Delaware for indemnification to
the extent otherwise permissible under subsection A and subsection B of this
Section 3.6. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standards
of conduct set forth in subsection A or subsection B of this Section 3.6, as the
case may be. Neither a contrary determination in the specific case under
subsection C of this Section 3.6 nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or officer seeking indemnification has not met any applicable standard of
conduct. Notice of any application for indemnification pursuant to this
subsection E shall be given to the Corporation promptly upon the filing of such
application. If successful, in whole or in part, the director or officer seeking
indemnification shall also be entitled to be paid the expense of prosecuting
such application.

                  F. Expenses Payable in Advance. Expenses incurred by a
director or officer in defending or investigating a threatened or pending
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 such person is not entitled to be
indemnified by the Corporation as authorized in this Section 3.6.

                  G. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Section 3.6 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under the Certificate of Incorporation or any by-law, agreement,
contract, vote of stockholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent jurisdiction or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in subsection A and
subsection B of this Section 3.6 shall be made to the fullest extent permitted
by law. The provisions of this Section 3.6 shall not be deemed to preclude the
indemnification of any person who is not specified in subsection A or subsection
B of this Section 3.6 but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the State of
Delaware (the "GCL"), or otherwise.

                  H. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a direc- tor or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the

                                       11
<PAGE>   17
Corporation would have the power or the obligation to indemnify such person
against such liability under the provisions of this Section 3.6.

                  I. Certain Definitions. For purposes of this Section 3.6,
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 that, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Section 3.6 with respect to the
resulting or surviving corporation as such person would have stood with respect
to such constituent corporation if its separate existence had continued. For
purposes of this Section 3.6, references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Section 3.6.

                  J. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Section 3.6 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

                  K. Limitation on Indemnification. Notwithstanding anything
contained in this Section 3.6 to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by subsection E hereof), the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) or advance
expenses in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

                  L. Indemnification of Employees and Agents. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Section 3.6 to directors and officers of the Corporation.

         SECTION 3.7 RETIREMENT AGE. No director after having attained the age
of 70 years shall be allowed to run for re-election or reappointment to the
Board of Directors, excepting,

                                       12
<PAGE>   18
however, that such retirement age shall not apply to directors over the age of
65 years who were serving on such board on September 9, 1974.

         SECTION 3.8 MEETINGS. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held at such time
and at such place as may be from time to time determined by the Board of
Directors and, unless required by resolution of the Board of Directors, without
notice. Special meetings of the Board of Directors may be called by the
chairman, vice chairman or president or a majority of the directors then in
office. Notice thereof stating the place, date and hour of the meeting shall be
given to each director either by mail not less than forty-eight hours before the
date of the meeting, by telephone, facsimile, telegram or other electronic means
on twenty-four hours' notice, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the circumstances.

         SECTION 3.9 QUORUM. Except as may be otherwise required by law, the
Certificate of Incorporation or these by-laws, at all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum
for the transaction of business and the vote of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors. 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 notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

         SECTION 3.10 ACTIONS OF BOARD. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, 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 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 3.11 MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless
otherwise provided by the Certificate of Incorporation or these by-laws, members
of the Board of Directors of the Corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 3.11 shall
constitute presence in person at such meeting.

         SECTION 3.12 COMMITTEES. The Board of Directors may designate one or
more committees, each committee to consist of two or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the

                                       13
<PAGE>   19
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in one or more resolutions adopted by of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
GCL to be submitted to stockholders for approval or (ii) adopting, amending or
repealing any by-law of the Corporation. Each committee shall keep regular
minutes and report to the Board of Directors when required.

         SECTION 3.13 COMPENSATION. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors and/or a
stated salary, or such other emoluments as the Board of Directors shall from
time to time determine. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

         SECTION 3.14 INTERESTED 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 such person's or their votes are
counted for such purpose if (a) the material facts as to such person's or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (b) the material facts as to
such person's or their 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 (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee 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 that authorizes the contract
or transaction.

                                       14
<PAGE>   20
                                   ARTICLE IV

                                     NOTICES

         SECTION 4.1 NOTICES. Whenever written notice is required by law, the
Certificate of Incorporation or these by-laws to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telegram, facsimile or other electronic means.

         SECTION 4.2 WAIVER OF NOTICE. Whenever any notice is required by law,
the Certificate of Incorporation or these by-laws to be given to any director,
member of a committee or stockholder, 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 deemed equivalent to notice. Attendance of a person at
a meeting, present by person or represented by proxy, shall constitute a waiver
of notice of such meeting, except where the person attends the 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 stockholders, directors or members of a committee of directors need
be specified in any written waiver of notice except to the extent required by
law, the Certificate of Incorporation or these by-laws.


                                    ARTICLE V

                                    OFFICERS

         SECTION 5.1 OFFICERS CHOSEN BY THE BOARD. The following officers of the
Corporation shall be chosen by the Board of Directors at its first meeting after
each annual meeting of stockholders: a chairman of the Board of Directors (who
must be a director), a vice chairman of the Board of Directors (who must be a
director) and a president. The Board of Directors shall designate the chairman
of the Board of Directors as the chief executive officer and the president of
the Corporation as the chief operating officer. The Board of Directors shall
also choose a chairman of the executive committee, who shall serve for such term
as the Board of Directors shall designate. The Board of Directors may also
choose such other officers as it deems necessary or appropriate. The officers of
the Corporation chosen by the Board of Directors shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors. Any officer chosen or
appointed by the Board of Directors may be removed from office at any time by
the affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any of such offices shall be filled by the Board of Directors. The
salaries of the officers of the Corporation chosen by the Board of Directors
shall be fixed by the Board of Directors.

                                       15
<PAGE>   21
         SECTION 5.2 OFFICERS CHOSEN BY THE CHIEF EXECUTIVE OFFICER. The chief
executive officer may appoint any vice presidents (including executive vice
presidents, senior vice presidents and group vice presidents) the secretary, any
assistant secretaries, the treasurer, any assistant treasurers, and such other
officers and agents as he or she may deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the chief executive officer, who may
remove any such officers from office at any time.

         SECTION 5.3 QUALIFICATION. Any number of offices may be held by the
same person, unless otherwise prohibited by law, the Certificate of
Incorporation or these by-laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the chairman and vice
chairman of the Board of Directors, need such officers be directors of the
Corporation.

         SECTION 5.4 VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the chairman or vice chairman of the Board
of Directors or the president of the Corporation, and any such officer may, in
the name of and on behalf of the Corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities that the Corporation, as the
owner thereof, might have exercised and possessed if present. The Board of
Directors may from time to time confer, by resolution, like powers upon any
other person or persons.

         SECTION 5.5 CHAIRMAN OF THE BOARD. The chairman of the Board of
Directors shall preside at all meetings of the Board of Directors and shall
possess the power to sign on behalf of the Corporation all certificates,
contracts and other instruments the execution of which may be authorized by the
Board of Directors. The chairman of the Board of Directors shall also perform
such other duties and may exercise such other powers as from time to time may be
assigned to him or her by these by-laws or by the Board of Directors.

         SECTION 5.6 CHAIRMAN OF THE EXECUTIVE COMMITTEE. The chairman of the
executive committee shall preside at all meetings of the executive committee of
the Board of Directors, shall be available for advice and consultation as to
operations and administrative matters of significance and shall perform such
other duties and may exercise such other powers as from time to time may be
assigned to him or her by these by-laws or by the Board of Directors.

         SECTION 5.7 CHIEF OPERATING OFFICER. The chief operating officer shall
have responsibility for the operations of the Corporation as authorized by the
Board of Directors and shall perform such other duties and may exercise such
other powers as from time to time may be assigned to him or her by these by-laws
or by the Board of Directors.

                                       16
<PAGE>   22
         SECTION 5.8 VICE CHAIRMAN OF THE BOARD. The vice chairman of the Board
of Directors shall, in the absence of the chairman of the Board of Directors,
preside at meetings of the Board of Directors and shall possess the power to
sign on behalf of the Corporation all certificates, contracts and other
instruments the execution of which may be authorized by the Board of Directors.
The vice chairman of the Board of Directors shall also perform such other duties
and may exercise such other powers as from time to time may be assigned to him
or her by these by-laws or by the Board of Directors.

         SECTION 5.9 PRESIDENT. The president shall possess the power to sign on
behalf of the Corporation all certificates, contracts and other instruments the
execution of which may be authorized by the Board of Directors and shall perform
such other duties and may exercise such other powers as from time to time may be
assigned to him or her by these by-laws or by the Board of Directors.

         SECTION 5.10 CHIEF EXECUTIVE OFFICER. The chief executive officer shall
preside at, or shall designate such other officer of the Corporation to preside
at, meetings of stockholders. The chief executive officer shall have general and
active management of the business affairs of the Corporation, including the
right to appoint such officers as provided for in Section 5.2 of these by-laws,
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The chief executive officer shall also perform such other
duties and may exercise such other powers as from time to time may be assigned
to him or her by these by-laws or by the Board of Directors.

         SECTION 5.11 VICE PRESIDENTS. The executive vice president, senior vice
president or group vice president designated by the Board of Directors shall be
vested with all powers and shall perform all the duties of the president in the
absence or the disability of the president. Each vice president shall be vested
with such powers and shall perform such duties granted or imposed upon him or
her by the Board of Directors or by the chief executive officer at the time of
his or her appointment to office or as from time to time may be assigned to him
or her by these by-laws, by the chief executive officer or by the Board of
Directors.

         SECTION 5.12 SECRETARY. The secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose and shall
perform like duties for the standing committees when requested. The secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the chief executive officer,
under whose supervision the secretary shall be. If the secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no assistant
secretary, then either the Board of Directors or the chief executive officer may
choose another officer to cause such notice to be given. The secretary shall
have custody of the corporate seal of the Corporation, and the secretary or any
assistant secretary, if there be one, shall have authority to affix the same to
any instrument requiring it and, when so affixed, it may be attested by the
signature of the secretary or by the signature of any such

                                       17
<PAGE>   23
assistant secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his or her signature. The secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.

         SECTION 5.13 ASSISTANT SECRETARIES. Assistant secretaries, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the chief executive officer or the
secretary, and in the absence of the secretary or in the event of his or her
disability or refusal to act, shall perform the duties of the secretary, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the secretary.

         SECTION 5.14 TREASURER. The treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and the Board of
Directors at its regular meetings, or when the Board of Directors so requires,
an account of all of his or her transactions as treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, the
treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of treasurer and for the restoration to
the Corporation, in case of the treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the treasurer's possession or under control of the treasurer
belonging to the Corporation.

         SECTION 5.15 ASSISTANT TREASURERS. Assistant treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the chief executive officer or the
treasurer, and in the absence of the treasurer or in the event of the
treasurer's disability or refusal to act, shall perform the duties of the
treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the treasurer. If required by the Board of Directors,
an assistant treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of the office of assistant treasurer and
for the restoration to the Corporation, in case of the assistant treasurer's
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the assistant treasurer's
possession or under control of the assistant treasurer belonging to the
Corporation.

                                       18
<PAGE>   24
                                   ARTICLE VI

                                      STOCK

         SECTION 6.1 FORM OF CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed in the name of the
Corporation, by (a) the chairman or the vice chairman of the Board of Directors
or the president or an executive vice president of the Corporation and (b) the
treasurer or an assistant treasurer or the secretary or an assistant secretary
of the Corporation certifying the number of shares of stock of the Corporation
owned by such holder.

         SECTION 6.2 SIGNATURES. Where a certificate is countersigned (a) by a
transfer agent other than the Corporation or its employee or (b) by a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

         SECTION 6.3 LOST, DESTROYED, STOLEN OR MUTILATED CERTIFICATES. The
Board of Directors 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 upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such person's legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

         SECTION 6.4 TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these by-laws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
secretary or assistant secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

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         SECTION 6.5 TRANSFER AND REGISTRY AGENTS. The Corporation may from time
to time maintain one or more transfer offices or agencies and registry offices
or agencies at such place or places as may be determined from time to time by
the Board of Directors.

         SECTION 6.6 REGISTERED STOCKHOLDERS. 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 a person
registered on it 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 VII

                               GENERAL PROVISIONS

         SECTION 7.1 DIVIDENDS. Subject to the requirements of the GCL and the
provisions of the Certificate of Incorporation, dividends upon the stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors, and may be paid in cash, in property or in
shares of the Corporation's 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,
may deem proper as a reserve or reserves for any purpose, and the Board of
Directors may modify or abolish any such reserve.

         SECTION 7.2 DISBURSEMENTS. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         SECTION 7.3 FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         SECTION 7.4 CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
fixed or reproduced or otherwise.

         SECTION 7.5 ELECTION NOT TO BE SUBJECT TO IDAHO BUSINESS COMBINATION
LAW. The Corporation expressly elects not to be subject to the provisions of the
Idaho Business Combination Law, codified as Chapter 17 of Title 30 of the Idaho
Code.

         SECTION 7.6 ELECTION NOT TO BE SUBJECT TO IDAHO CONTROL SHARE
ACQUISITION LAW. The Corporation expressly elects not to be subject to the
provisions of the Idaho Control Share Acquisition Law, codified as Chapter 16 of
Title 30 of the Idaho Code.

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         SECTION 7.7 ENTIRE BOARD OF DIRECTORS. As used in these by-laws, the
term "entire Board of Directors" means the total number of directors that the
Corporation would have if there were no vacancies.


                                  ARTICLE VIII

                                   AMENDMENTS

         SECTION 8.1 AMENDMENTS. These by-laws may be altered, amended or
repealed, in whole or in part, or new by-laws may be adopted by the Board of
Directors or by the stockholders as provided in the Certificate of
Incorporation.

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