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                                                                    Exhibit 3.03

                              AMENDED AND RESTATED

                                    BY - LAWS

                                      -of-

                              CSK AUTO CORPORATION

                            (A Delaware Corporation)

                      (As adopted by the Board of Directors
                    of the Corporation as of April 27, 1999)

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be at 1013 Centre Road, City of Wilmington, County of Castle,
State of Delaware, and the name of the registered agent in charge thereof shall
be The Prentice-Hall Corporation System, Inc.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places 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

                              STOCKHOLDER MEETINGS

                  Section 1. Annual Meeting. The annual meeting of stockholders
of the Corporation shall be held on the date and at the time fixed, from time to
time, by the Board of Directors, provided, that the first annual meeting shall
be held on a date within thirteen months after the organization of the
Corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting, for the purpose
of electing directors and for the transaction of such other business as may
properly be brought before the meeting.

                  If the election of directors shall not be held on the day
designated for the annual meeting or at any adjournment thereof, the Board of
Directors shall cause such election to be held at a special meeting of
stockholders as soon thereafter as convenient. At such meeting the stockholders
may elect directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

                  Section 2. Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, shall be held whenever called by the
Board of Directors, either by written instrument or by the vote of a majority,
and shall be called whenever stockholders owning one-
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fourth of the capital stock issued and outstanding shall, in writing, make
application therefor to the President, stating the object of such meeting.

                  Section 3. Place and Time. Annual meetings and special
meetings shall be held at such place, within or without the State of Delaware,
and such time as the Board of Directors may, from time to time, fix. Whenever
the Board of Directors or the officer of the Corporation calling a meeting shall
fail to fix such place or time, the meeting shall be held at the registered
office of the Corporation in the State of Delaware at four o'clock in the
afternoon.

                  Section 4. Notice. Notice of all meetings shall be in writing
and 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 and to
which its business will be limited. The notice for a special meeting shall also
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. A copy of the 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 thereto. If mailed, such
notice shall be deemed given when deposited in a United States post office or
letter box with first class postage thereon prepaid, directed to the stockholder
at his record address or at such other address for the mailing of notices as he
may have furnished in writing to the Secretary of the Corporation. Notice of a
meeting need not be given to any stockholder who attends such meeting, in person
or by proxy, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting, or who submits a signed waiver of notice in person or
by proxy, before or after the meeting.

                  Section 5. Adjourned Meeting. No notice need be given of any
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, except that if the adjournment is for more than
30 days, or if a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record on the new
record date entitled thereto. At any adjourned meeting, the Corporation may
transact any business which might have been transacted on the original date of
the meeting.

                  Section 6. Conduct of Meetings. Meetings of the stockholders
shall be presided over by the Chairman of the Board, if any, or, in his absence,
by the President, if present, or, in the absence of both, by a Vice President
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the chairman of the
meeting shall appoint a Secretary of the meeting. The order of business at all
meetings of the stockholders shall be determined by the chairman of the meeting.

                  Section 7. Appointment of Inspectors. The Board of Directors,
in advance of any meeting, may, but need not, appoint one or more inspectors,
who need not be stockholders, to act at the meeting or any adjournment thereof.
If an inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In case any person
who may be appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made at the meeting by the person presiding thereat. Each
inspector, if any, before 


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entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting or any stockholder, the inspector or inspectors, if any, shall make
a report in writing of any challenge, question or matter determined by him or
them and execute a certificate of any fact found by him or them.

                  Section 8. List of Stockholders. The Secretary or such other
officer of the Corporation having charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders, 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 or other municipality or community where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

                  Section 9. Quorum. Except as otherwise provided by statute or
by the Certificate of Incorporation, the presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of stock of the
Corporation entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business. When a quorum is once present
to organize a meeting, it is not broken by the subsequent withdrawal of any
stockholders. The stockholders present may adjourn a meeting despite the absence
of a quorum.

                  Section 10. Proxy Representation. Any stockholder may
authorize another person or persons to act for him by proxy in all matters in
which a stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Proxies may be given by (a) the stockholder or the
stockholder's authorized representative executing a writing or causing his or
her signature to be affixed to a such a writing by any reasonable means,
including facsimile signature, or (b) by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service, or similar agent duly authorized by the intended proxy holder
to receive such transmission; provided that any such transmission must either
set forth or be accompanied by information from which it can be determined that
the transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or the
transmission of a proxy may be substituted in lieu of the writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided 


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that such copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission.

                  A proxy shall be filed with the Secretary of the Corporation,
or the Corporation's duly appointed agent for the purpose of receiving proxies,
before or at the time of the meeting or the delivery of the consent in writing.
No proxy shall be voted or acted upon after three years from its date unless
such proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the Corporation
generally.

                  Section 11. Voting. Except as otherwise provided by statute or
by the Certificate of Incorporation, each holder of record of shares of stock of
the Corporation having voting rights shall be entitled at each meeting of
stockholders to one vote for each share of stock of the Corporation standing in
his name on the records of the Corporation on the date fixed as the record date
for the determination of the stockholders entitled to notice of and to vote at
such meeting. Except as otherwise provided herein, by statute, or by the
Certificate of Incorporation, any corporate action (including the election of
directors), to be taken by vote of the stockholders shall require the approval
of the holders of a majority of the issued and outstanding shares of stock of
the Corporation. No vote need be by ballot, but in case of a vote by ballot,
each ballot shall be signed by the voting stockholder or his proxy and shall
state the number of shares of stock voted.

                  Section 12. Stockholder Action Without Meeting. Any action
required by the General Corporation Law of the State of Delaware (the "DGCL") to
be taken at any annual or special meeting of stockholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                  Section 13. Nominations and Stockholder Business.

                  (a) To be properly brought before an annual meeting of
stockholders, nominations of persons for election of the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders at an annual meeting of stockholders must be either (i) 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),
(ii) otherwise properly brought before the annual meeting by or at the direction
of the President, the Chairman of the Board of Directors or by vote of a
majority of the full Board of Directors, or (iii) otherwise brought before the
annual meeting by any stockholder of the Corporation who is a stockholder of
record on the date of the giving of the notice provided for in Section 4 of this
Article II, who is 


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entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section.

                  (b) For nominations or other business to be properly brought
before an annual meeting by a stockholder under this Section, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such business must be a proper subject for stockholder action
under the DGCL. To be timely, a stockholder's notice must be delivered to the
Secretary at the principal executive offices of the Corporation not less than 90
days nor more than 120 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that if there has been no prior annual
meeting or if the date of the annual meeting is advanced by more than 30 days or
delayed by more than 30 days from such anniversary date, then notice by the
stockholder to be timely must be delivered not later than the close of business
on the later of the 90th day prior to the annual meeting or the 10th day
following the day on which the date of the meeting is publicly announced. Such
stockholder's notice must set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owners, if any, on whose behalf the
nomination or proposal is made (A) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner, (B) the
number of shares of the Corporation which are owned (beneficially or of record)
by such stockholder and such beneficial owner, (C) a description of all
arrangements or understandings between such stockholder and such beneficial
owner and any other person or persons (including their names) in connection with
the proposal of such business by such stockholder and any material interest of
such stockholder and of such beneficial owner in such business, and (D) a
representation that such stockholder or its agent or designee intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

                  (c) Notwithstanding anything in this Section to the contrary,
if the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement specifying the size
of the increased Board of Directors made by the Corporation at least 90 days
prior to the first anniversary of the preceding year's annual meeting, then a
stockholder's notice required by this Section will also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it is delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

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                  (d) Only such business may be conducted at a special meeting
of stockholders as has been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
the Corporation who is a stockholder of record at the time of giving the notice
required by this Section, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section. Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of Stockholders if the stockholder's notice required by
this Section is delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the 120th day prior to such special meeting and
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

                  (e) Only those persons who are nominated in accordance with
the procedures set forth in this Section will be eligible for election as
directors at any meeting of stockholders. Only business brought before the
meeting in accordance with the procedures set forth in this Section may be
conducted at a meeting of stockholders. The chairman of the meeting has the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section and, if any proposed nomination or business is not in compliance
with this Section, to declare that such defective proposal shall be disregarded.

                  (f) For purposes of this Section, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable national news service
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to the Exchange Act.

                  (g) Notwithstanding the foregoing provisions of this Section,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section. Nothing in this Section shall be deemed to remove any
obligation of stockholders to comply with the requirements of Rule 14a-8 under
the Exchange Act with respect to proposals requested to be included in the
Corporation's proxy statement pursuant to said Rule 14a-8.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Powers; Qualifications and Number. The property,
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors of the Corporation, except as may be
otherwise provided by statute or the Certificate of Incorporation. A director
need not be a stockholder, a citizen of the United States, or a resident 


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of the State of Delaware. The number of directors constituting the entire Board
of Directors shall, upon the effectiveness of these Amended and Restated
By-Laws, be set at twelve directors. The number of directors constituting the
entire Board of Directors may be increased of decreased from time to time by
resolution of the Board of Directors, or by the vote of the holders of a
majority of the issued and outstanding shares of stock of the Corporation
entitled to vote on such action. No decrease in the number of directors shall
became effective until the next annual meeting of stockholders if its
effectiveness would shorten the term of any incumbent director.

                  Section 2. Election; Term and Vacancies. Except as otherwise
provided by statute or by the Certificate of Incorporation, directors shall be
elected at each annual meeting of stockholders. Such directors and directors who
are elected in the interim prior to such a meeting to fill newly created
directorships shall hold office until the next annual meeting of stockholders
and until their respective successors have been elected and qualified or until
their earlier resignation or removal. In the interim prior to a meeting of
stockholders for the election of directors, newly created directorships and any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors, may be filled only by the vote of a majority of the
directors then in office.

                  Section 3. Resignation and Removal. Any director may resign at
any time by giving written notice of his resignation to the Board of Directors,
the Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if no time is specified,
immediately upon receipt; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any or all of the
directors may be removed with or without cause by the stockholders at a special
meeting therefor and, except as otherwise provided by statute or by the
Certificate of Incorporation, may be removed for cause by the Board of
Directors.

                  Section 4. Executive Committee. Whenever there shall be more
than three directors, the Board of Directors may, by resolution adapted by a
majority of the directors that the Corporation would have if there were no
vacancies, designate from among its members three or more directors to
constitute an Executive Committee that, to the extent conferred by the
resolution designating it and except as otherwise provided by statute, shall
have and may exercise all the authority of the Board of Directors. Whenever the
Board of Directors is not in session or whenever a quorum fails to attend any
regular, stated or special meeting of the Board of Directors, such committee
shall advise and aid the officers of the Corporation in all matters concerning
the management of its business and affairs and generally, except as limited
above, perform such duties and exercise such powers as may be performed and
exercised by the Board of Directors from time to time, including the power to
authorize the seal of the Corporation to be affixed to all papers that may
require it. Unless the Board of Directors shall provide otherwise, a majority of
the members of the Executive Committee may fix the time and place of and shall
constitute a quorum for transaction of business at any meeting of such
committee, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee. The Executive
Committee shall keep written minutes of its proceedings, reporting such minutes
to the Board of Directors, and may make rules for the conduct of its business
and appoint any subcommittees and assistants it considers necessary. The Board
of 


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Directors shall have the power at any time to fill vacancies in, change the
membership of or dissolve such committees each on a majority vote.

                  Section 5. Other Committees. The Board of Directors may, by
resolution adopted by a majority of the directors that the Corporation would
have if there were no vacancies, designate from among its members two or more
directors to constitute committees, other than the Executive Committee, which
committees, to the extent conferred by the resolutions designating such
committees and except as otherwise provided by statute, shall have and may
exercise the authority of the Board of Directors. Unless the Board of Directors
shall provide otherwise, a majority of the members of any such committee may fix
the time and place of its meetings and determine its action. The Board of
Directors shall have the power at any time to fill vacancies in, change the
membership of, or dissolve any such committee. Nothing herein shall be deemed to
prevent the Board of Directors from appointing committees consisting in whole or
in part of persons who are not directors of the Corporation, provided, however,
that no such committee shall have or may exercise any authority of the Board of
Directors.

                  Section 6. Compensation of Directors. The Board of Directors
shall have authority to fix the compensation of directors for services to the
Corporation in any capacity, including a fixed sum and reimbursement of expenses
for attendance at meetings of the Board of Directors and committees thereof.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation, its subsidiaries or affiliates in any capacity and
receiving compensation therefor.

                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 1. Place; Time; Call and Notice. Meetings of the Board
of Directors shall be held at such time and at such place, within or without the
State of Delaware, as the Board of Directors may from time to time fix or as
shall be specified in the notice of any such meeting, except that the first
meeting of a newly elected Board of Directors for the election or appointment of
officers and the transaction of other business shall be held as soon after its
election as the directors may conveniently assemble and, if possible, at the
place at which the annual meeting of stockholders which elected them was held.
No call or notice shall be required for regular or stated meetings for which the
time and place have been fixed, and no notice shall be required for any first
meeting of a newly elected Board of Directors which is held immediately
following an annual meeting of stockholders at the same place as such meeting.
If any day fixed for a regular or stated meeting shall be a legal holiday at the
place where the meeting is to be held, such meeting shall be held at the
scheduled hour on the next business day not a legal holiday. Special meetings
may be called by or at the direction of the Chairman of the Board, the President
or a majority of the directors of the Corporation, and notice of the time and
place thereof and of any first meeting of a newly elected Board of Directors
which is not held immediately following an annual meeting of stockholders at the
same place as such meeting shall be given by the Secretary of the Corporation to
each director by mail, depositing such notice in a sealed wrapper addressed to
such director in a United States post office or letter box, with first-


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class postage thereon prepaid, at least two days before the day on which such
meeting is to be held, or by telegraph, telecopier, cable or wireless addressed
to such director or delivered to him personally or by telephone at least 24
hours before the time at which such meeting is to be held. The notice of any
meeting need not specify the purpose thereof. Any requirement of furnishing a
notice shall be waived by any director who submits a signed waiver of notice
before or after the meeting or who attends the meeting without protesting, prior
thereto or at its commencement, that such meeting is not lawfully called or
convened.

                  Section 2. Quorum and Action. A majority of the directors
which Corporation would have if there were no vacancies shall constitute a
quorum, except that when a vacancy or vacancies prevent such a majority, a
majority of the directors then in office shall constitute a quorum provided such
majority shall constitute at least one-third of the directors which the
Corporation would have if there were no vacancies. A majority of the directors
present, whether or not a quorum, may adjourn a meeting to another time and
place. Notice of any such adjournment shall be given to any directors who were
not present and, unless announced at the meeting, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting originally scheduled. The vote
of a majority of the directors which the Corporation would have if there were no
vacancies shall be the act of the Board of Directors as to all matters.

                  Section 3. Conduct of Meetings. The Chairman of the Board, if
any and if present, shall preside at all meetings. Otherwise, the President or
any other director chosen by the Board of Directors shall preside. The Secretary
of the Corporation, if a director and present, shall act as secretary of the
meeting and keep the minutes thereof. Otherwise, a director appointed by the
chairman of the meeting shall act as secretary and keep the minutes thereof.

                  Section 4. Informal Action. Any member or members of the Board
of Directors or of any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors or any such committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such committee.

                                    ARTICLE V

                                 INDEMNIFICATION

                  Section 1. The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, limited



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liability company or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceed, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                  Section 2. The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery of the
State of Delaware 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 of the State
of Delaware or such other court shall deem proper.

                  Section 3. To the extent that any person described in Sections
1 and 2 of this Article V has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in said Sections, or in
defense or any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  Section 4. Any indemnification under Sections 1 and 2 of this
Article V (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of any
person described in said Sections is proper in the circumstances because he has
met the applicable standard of conduct set forth in said Sections. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders of the Corporation.

                  Section 5. Expenses (including attorneys' fees) incurred by
any person or on such person's behalf in defending any action, suit or
proceeding, if authorized by the Board of 

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Directors in the manner provided for in Section 4 of this Article V, shall be
paid by the Corporation in advance of the final disposition of such Proceeding,
within 10 days after receipt by the Corporation of the written request of such
person for such advance. The Board of Directors may condition such advance upon
the receipt of the written undertaking of such person or on such person's behalf
to repay such amount if it shall ultimately be determined that the person is not
entitled to be indemnified by the Corporation. Such undertaking shall not be
required to be guarantied by any other person or collateralized, and shall be
accepted by the Corporation without regard to the financial ability of the
person providing such undertaking to make such repayment.

                  Section 6. The indemnification provided by this Article V
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent of the Corporation,
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

                                   ARTICLE VI

                                    OFFICERS

                  Section 1. Number; Election and Vacancies. The Board of
Directors at its first meeting after the election of directors in each year
shall elect or appoint a President, a Secretary and a Treasurer and may elect or
appoint a Chairman of the Board and one or more Vice Presidents. The Board of
Directors may at any time and from time to time elect or appoint a Controller
and such Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers,
Assistant Controllers and other officers, agents and employees as it may deem
desirable. Any number of offices may be held by the same person. The election or
appointment of an officer shall not of itself create any contract rights. A
vacancy in any office may be filled for the unexpired term by the Board of
Directors at any meeting.

                  Section 2. Term of Office; Resignation and Removal. Unless
otherwise prescribed by the Board of Directors, each officer of the Corporation
shall hold office until the meeting of the Board Directors following the next
annual meeting of stockholders and until his successor has been elected and
qualified or until his earlier resignation or removal. Any officer may resign at
any time by giving written notice of his resignation to the Board of Directors,
the Chairman of the Board, if any, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no time is
specified, immediately upon receipt; unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
officer may be removed by the Board of Directors with cause or without cause.

                  Section 3. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to post a bond or give other
security for the faithful performance of his duties.


AMENDED AND RESTATED BY-LAWS           11
<PAGE>   12
                  Section 4. Chairman of the Board. The Chairman of the Board
shall be the chief executive officer of the Corporation and shall have the
general and active management of the business of the Corporation and general and
active supervision and direction over the other officers, agents and employees
and shall see that their duties are properly performed. He shall, if present,
preside at each meeting of the stockholders and of the Board and shall be an ex
officio member of all committees of the Board. He shall perform all duties
incident to the office of the Chairman of the Board or chief executive officer
and such other duties as may from time to time be assigned to him by the Board.

                  Section 5. President. The President shall be the chief
operating officer of the Corporation and in the absence or non-election of the
Chairman of the Board, the chief executive officer, and subject to the control
of the Board of Directors, shall direct the business and affairs of the
Corporation.

                  Section 6. Vice Presidents. Each Vice President shall have
such designation as the Board of Directors may determine and such designation as
the Board of Directors may determine and such powers and duties as the Board of
Directors or, subject to the control of the Board of Directors, as the President
may from time to time assign to him.

                  Section 7. Secretary. The Secretary shall, if present, act as
the secretary of and keep the minutes of all meetings and actions in writing of
the stockholders and, if a director, of the Board of Directors, and shall be
responsible for the giving of notice of all meetings of the stockholders and of
the Board of Directors. He shall be custodian of the seal of the Corporation,
which he shall affix to any instrument requiring it whose execution has been
authorized, and of the corporate records (except accounting records), and shall
have such other powers and duties as generally pertain to his office and as the
Board of Directors or, subject to the control of the Board of Directors, as the
Chairman of the Board, if any, or the President may from time to time assign to
him.

                  Section 8. Treasurer. The Treasurer, subject to the direction
of the Board of Directors, shall have charge of the funds, securities, receipts
and disbursements of the Corporation. He shall keep full and accurate accounts
of such receipts and disbursements, shall be responsible for deposits in and
withdrawals from the depositories of the Corporation, shall disburse the funds
of the Corporation as directed by the Board of Directors or, subject to the
control of the Board of Directors, the Chairman of the Board, if any, or the
President, shall render an account of the financial condition of the Corporation
and of his transactions as Treasurer whenever requested by the Board of
Directors, the Chairman of the Board, if any, or the President, and shall have
such other powers and duties as generally pertain to his office and as the Board
of Directors or, subject to the control of the Board of Directors, the Chairman
of the Board, if any, or the President may from time to time assign to him.

                  Section 9. Other Officers; Absence and Disability. The other
officers of the Corporation shall have such powers and duties as generally
pertain to their respective offices and as the Board of Directors or, subject to
the control of the Board of Directors, the Chairman of the Board, if any, or the
President may from time to time assign to them. The Assistant Vice 


AMENDED AND RESTATED BY-LAWS           12
<PAGE>   13
Presidents, the Assistant Secretaries, the Assistant Treasurers and the
Assistant Controllers, if any, shall, in the order of their respective
seniorities, in case of the absence or disability of a Vice President, the
Secretary, the Treasurer or the Controller, respectively, perform the duties of
such officer and have such powers and other duties as the Board of Directors or
the Chairman of the Board, if any, or President may from time to time prescribe.
In case of the absence or disability of any officer of the Corporation and of
any person herein authorized to act in his place, the Board of Directors may
from time to time delegate the powers and duties of such officer to any other
officer or any person whom it may select.

                  Section 10. Compensation of Officers. The Board of Directors
shall have authority to fix the salary and other compensation, if any, of any
officer of the Corporation or to appoint a committee for such purpose. Nothing
herein contained shall be construed to preclude any officer from receiving a
salary or other compensation by reason of the fact that he is also a director of
the Corporation, but any such officer who is also a director shall not have any
vote in the determination of the salary or other compensation to be paid to him.

                                   ARTICLE VII

                        CORPORATE RECORDS; BANK ACCOUNTS

                  Section 1. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on or be in the form of punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible written form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled by statute to
inspect the same.

                  Section 2. Examination of Books by Stockholders. The books,
accounts and records of the Corporation may be kept at such place or places as
the Board of Directors may from time to time determine. The Board of Directors
shall determine whether and to what extent the books, accounts and records of
the Corporation, or any of them, shall be open to the inspection of
stockholders, and no stockholder shall have any right to inspect any book,
account or record of the Corporation except as provided by statute or by
resolution of the Board of Directors.

                  Section 3. Bank Accounts. The Board of Directors may from time
to time authorize the opening and maintenance of general and special bank
accounts with such banks, trust companies or other depositories as the Board of
Directors may designate or as may be designated by any officers of the
Corporation to whom such power of designation may from time to time be delegated
by the Board of Directors. The Board of Directors may make such special rules
and regulations with respect to such bank accounts, not inconsistent with the
provisions of these By-Laws, as it may deem expedient.


AMENDED AND RESTATED BY-LAWS           13
<PAGE>   14
                                  ARTICLE VIII

                                 SHARES OF STOCK

                  Section 1. Certificates Representing Stock. Every holder of
stock in the Corporation shall be entitled to have a certificate signed, or in
the name of the Corporation, by the Chairman of the Board of Directors, if any,
or by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation. Any and all
signatures on any such certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

                  Whenever the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock, and
whenever the Corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by
the DGCL. Any restrictions on the transfer or registration of transfer of any
shares of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.

                  The Corporation may issue a new certificate of stock in place
of any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Board of Directors may require the owner of any lost,
stolen, or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation 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.

                  Section 2. Stock Transfers. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the Corporation
shall be made only on the stock ledger of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.

                  Section 3. Record Date For Stockholders. For the purpose of
determining 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 the 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 directors may fix, in
advance, a record date, which shall not be more than sixty days nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed, the record date for determining 


AMENDED AND RESTATED BY-LAWS           14
<PAGE>   15
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; the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be
the day on which the first written consent is expressed; and 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 any 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 4. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and one or more registrars,
whose respective duties shall be defined by the Board of Directors. The duties
of transfer agent and registrar may be combined. No certificate for shares of
stock shall be valid unless countersigned by a transfer agent, if the
Corporation has a transfer agent, or by a registrar, if the Corporation has a
registrar. The signature of a transfer agent or a registrar may be a facsimile.

                                   ARTICLE IX

                                 CORPORATE SEAL

                  The corporate seal, if any, shall be in such form as the Board
of Directors shall prescribe. The corporate seal on any corporate bond or other
obligation for the payment of money may be a facsimile, engraved or printed.

                                    ARTICLE X

                                   FISCAL YEAR

                  The fiscal year of the Corporation shall be the calendar year
or such other fiscal year as the Board of Directors may from time to time fix.

                                   ARTICLE XI

                 VOTING OF SHARES OF STOCK IN OTHER CORPORATIONS

                  Shares of stock in other corporations which are held by the
Corporation shall be voted by the Chairman or President (or in their absence,
Vice President) of the Corporation, or by a proxy or proxies appointed by one of
them, provided, however, that the Board of Directors may in its discretion
appoint some other person to vote such shares of stock.


AMENDED AND RESTATED BY-LAWS           15
<PAGE>   16
                                   ARTICLE XII

                              AMENDMENT OF BY-LAWS

                  The power to amend, alter and repeal these By-Laws and to
adopt new By-Laws shall be vested in the Board of Directors, provided that the
Board of Directors may delegate such power, in whole or in part, to the
stockholders, and further provided that any By-Laws which provides for the
election of directors by classes for staggered terms shall be adopted by the
stockholders.


AMENDED AND RESTATED BY-LAWS           16