EXHIBIT 3.2



                        AMENDED AND RESTATED BYLAWS

                                     OF

                          ALAMOSA (DELAWARE), INC.






                             TABLE OF CONTENTS

                                                                       PAGE

ARTICLE ONE: OFFICES.......................................................1
               1.1    Registered Office and Agent..........................1
               1.2    Other Offices........................................1

ARTICLE TWO: MEETINGS OF STOCKHOLDERS......................................1
               2.1    Annual Meeting.......................................1
               2.2    Special Meeting......................................1
               2.3    Place of Meetings....................................1
               2.4    Notice...............................................2
               2.5    Conduct of Business..................................2
               2.6    Voting List..........................................6
               2.7    Quorum...............................................6
               2.8    Required Vote; Withdrawal of Quorum..................7
               2.9    Method of Voting; Proxies............................7
               2.10   Record Date..........................................7
               2.11   Conduct of Meeting...................................8
               2.12   Inspectors...........................................8
               2.13   Voting of Subsidiary Stock...........................9

ARTICLE THREE: DIRECTORS...................................................9
               3.1    Management...........................................9
               3.2    Number; Qualification; Election; Term................9
               3.3    Meetings of Directors................................9
               3.4    First Meeting........................................9
               3.5    Election of Officers.................................9
               3.6    Regular Meetings....................................10
               3.7    Special Meetings....................................10
               3.8    Notice..............................................10
               3.9    Quorum; Majority Vote...............................10
               3.10   Procedure...........................................10
               3.11   Presumption of Assent...............................10
               3.12   Compensation........................................11

ARTICLE FOUR: COMMITTEES..................................................11
               4.1    Designation.........................................11
               4.2    Number; Qualification; Term.........................11
               4.3    Authority...........................................11
               4.4    Committee Changes...................................11
               4.5    Alternate Members of Committees.....................11
               4.6    Regular Meetings....................................11
               4.7    Special Meetings....................................11
               4.8    Quorum; Majority Vote...............................11
               4.9    Minutes.............................................12
               4.10   Compensation........................................12
               4.11   Responsibility......................................12

ARTICLE FIVE: NOTICE......................................................12
               5.1    Method..............................................12
               5.2    Waiver..............................................12

ARTICLE SIX: OFFICERS.....................................................12
               6.1    Number; Titles; Term of Office......................12
               6.2    Removal.............................................13
               6.3    Vacancies...........................................13
               6.4    Authority...........................................13
               6.5    Compensation........................................13
               6.6    Chairman of the Board and Chief Executive Officer...13
               6.7    President...........................................13
               6.8    Vice Presidents.....................................13
               6.9    Treasurer...........................................14
               6.10   Assistant Treasurers................................14
               6.11   Secretary...........................................14
               6.12   Assistant Secretaries...............................14
               6.13   Vice Chairman of the Board..........................14
               6.14   Chief Technology Officer............................14

ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS..............................15
               7.1    Certificates for Shares.............................15
               7.2    Replacement of Lost or Destroyed Certificates.......15
               7.3    Transfer of Shares..................................15
               7.4    Registered Stockholders.............................15
               7.5    Regulations.........................................15
               7.6    Legends.............................................16

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS...................................16
               8.1    Dividends...........................................16
               8.2    Reserves............................................16
               8.3    Books and Records...................................16
               8.4    Fiscal Year.........................................16
               8.5    Seal................................................16
               8.6    Resignations........................................16
               8.7    Securities of Other Corporations....................16
               8.8    Telephone Meetings..................................17
               8.9    Action Without a Meeting............................17
               8.10   Invalid Provisions..................................17
               8.11   Mortgages, etc......................................17
               8.12   Headings............................................17
               8.13   References..........................................17
               8.14   Amendments..........................................17
               8.15   Ratification........................................18
               8.16   Contracts...........................................18





                        AMENDED AND RESTATED BYLAWS
                                     OF
                          ALAMOSA (DELAWARE), INC.


                                  PREAMBLE

        These amended and restated bylaws (the "BYLAWS") are subject to,
and governed by, the General Corporation Law of the State of Delaware (the
"DELAWARE CORPORATION LAW") and the restated certificate of incorporation
("CERTIFICATE OF INCORPORATION") of Alamosa (Delaware), Inc., a Delaware
corporation (the "CORPORATION"). In the event of a direct conflict between
the provisions of these Bylaws and the mandatory provisions of the Delaware
Corporation Law or the provisions of the Certificate of Incorporation, such
provisions of the Delaware Corporation Law or the Certificate of
Incorporation, as the case may be, will be controlling.

                            ARTICLE ONE: OFFICES

        1.1 Registered Office and Agent. The registered office and
registered agent of the Corporation shall be as designated from time to
time by the appropriate filing by the Corporation in the office of the
Secretary of State of the State of Delaware.

        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 of the Corporation (the "BOARD OF DIRECTORS") may from time to
time determine or as the business of the Corporation may require.

                   ARTICLE TWO: MEETINGS OF STOCKHOLDERS

        2.1 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time
as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
of such meeting. At such meeting, the stockholders shall elect directors
and transact such other business as may be properly brought before the
meeting.

        2.2 Special Meeting. A special meeting of the stockholders may be
called and held as provided in the Certificate of Incorporation and these
Bylaws.

        2.3 Place of Meetings. An annual meeting of stockholders may be
held at any place within or without the State of Delaware designated by the
Board of Directors. A special meeting of stockholders may be held at any
place within or without the State of Delaware designated in the notice of
the meeting or a duly executed waiver of notice of such meeting. Meetings
of stockholders shall be held at the principal office of the Corporation
unless another place is designated for meetings in the manner provided
herein.

        2.4 Notice. Written or printed notice stating the place, day, and
time of each meeting of the stockholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the
Chairman of the Board and Chief Executive Officer, the Secretary, or the
officer or person(s) calling the meeting, to each stockholder of record
entitled to vote at such meeting. If such notice is to be sent by mail, it
shall be directed to such stockholder at his address as it appears on the
records of the Corporation, unless he shall have filed with the Secretary
of the Corporation a written request that notices to him be mailed to some
other address, in which case it shall be directed to him at such other
address. Notice of any meeting of stockholders shall not be required to be
given to any stockholder who shall attend such meeting in person or by
proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.

        Such notice shall also comply with relevant provisions contained in
the Certificate of Incorporation filed on behalf of the Corporation.

        2.5 Conduct of Business. No business may be transacted at any
meeting of stockholders, other than business that is either (x) 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), (y) otherwise properly brought before the meeting by or at the
direction of the Board of Directors (or any duly authorized committee
thereof) or (z) otherwise properly brought before the meeting by any
stockholder of the Corporation who is a stockholder of record on the date
of such meeting, on the date of the giving of the notice provided for in
this Section 2.5 of this ARTICLE TWO (Meetings of Stockholders -- Conduct
of Business), and on the record date for the determination of stockholders
entitled to vote at such meeting and who complies with the procedures set
forth in this Section 2.5 of this ARTICLE TWO (Meetings of Stockholders --
Conduct of Business).

        Nominations of persons for election to the Board of Directors and
the proposal of business to be transacted by the stockholders may be made
at an annual meeting of stockholders only (a) pursuant to the Corporation's
notice with respect to such meeting, (b) by or at the direction of the
Board of Directors or (c) by any stockholder of record of the Corporation
who was a stockholder of record at the time of the giving of the notice
provided for in the following paragraph, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
Section 2.5 of this ARTICLE TWO (Meetings of Stockholders -- Conduct of
Business).

        For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation, (2) such business must be a
proper matter for stockholder action under the Delaware Corporation Law,
(3) if the stockholder, or the beneficial owner on whose behalf any such
proposal or nomination is made, has provided the Corporation with a
Solicitation Notice, as that term is defined in subclause (c)(iii) of this
paragraph, such stockholder or beneficial owner must, in the case of a
proposal, have delivered a proxy statement and form of proxy to holders of
at least the percentage of the Corporation's voting shares required under
applicable law to carry any such proposal, or, in the case of a nomination
or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation's voting shares reasonably
believed by such stockholder or beneficial holder to be sufficient to elect
the nominee or nominees proposed to be nominated by such stockholder, and
must, in either case, have included in such materials the Solicitation
Notice and (4) if no Solicitation Notice relating thereto has been timely
provided pursuant to this Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business), the stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation
Notice under this Section 2.5 of this ARTICLE TWO (Meetings of Stockholders
-- Conduct of Business). To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the
Corporation not less than forty-five (45) or more than seventy-five (75)
days prior to the first anniversary (the "ANNIVERSARY") of the date on
which the Corporation first mailed its proxy materials for the preceding
year's annual meeting of stockholders; provided, however, that if the date
of the annual meeting is advanced more than thirty (30) days prior to or
delayed by more than thirty (30) days after the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely
must be so delivered not later than the close of business on the later of
(i) the ninetieth (90th) day prior to such annual meeting or (ii) the tenth
(10th) day following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person as would
be required to be disclosed in solicitations of proxies for the election of
such nominees as directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended and including any successor provisions
thereto (the "EXCHANGE ACT"), and such person's written consent to serve as
a director if elected; (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of such business,
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; (c) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination
or proposal is made (i) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner, (ii) the
class and number of shares of the Corporation that are owned beneficially
and of record by such stockholder and such beneficial owner, and (iii)
whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of a proposal,
at least the percentage of the Corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the Corporation's voting
shares to elect such nominee or nominees (an affirmative statement of such
intent, a "SOLICITATION NOTICE").

        Notwithstanding anything in the second sentence of the third
paragraph of this Section 2.5 of this ARTICLE TWO (Meetings of Stockholders
-- Conduct of Business) to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is
no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the
Corporation at least fifty-five (55) days prior to the Anniversary, a
stockholder's notice required by this Bylaw shall also be considered
timely, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business
on the tenth (10th) day following the day on which such public announcement
is first made by the Corporation.

        Only persons nominated in accordance with the procedures set forth
in this Section 2.5 of this ARTICLE TWO (Meetings of Stockholders --
Conduct of Business) shall be eligible to serve as directors and only such
business shall be conducted at an annual meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set
forth in this Section 2.5 of this ARTICLE TWO (Meetings of Stockholders --
Conduct of Business). The chair of the meeting shall have the power and the
duty to determine whether a nominee or any business proposed to be brought
before the meeting has been made in accordance with the procedures set
forth in these Bylaws and, if any proposed nominee or business is not in
compliance with these Bylaws, to declare that such defective proposed
business or nomination shall not be presented for stockholder action at the
meeting and shall be disregarded.

        Only such business shall be conducted at a special meeting of
stockholders as shall have 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 only (a) by or at the direction of the Board of Directors or (b) by
any stockholder of record of the Corporation who is a stockholder of record
at the time of giving of notice provided for in this paragraph, who shall
be entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business). 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 the
third paragraph of this Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business) shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close
of business on the later of (i) the ninetieth (90th) day prior to such
special meeting or (ii) the tenth (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.

        For purposes of this Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business), "PUBLIC ANNOUNCEMENT" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

        Notwithstanding the foregoing provisions of this Section 2.5 of
this ARTICLE TWO (Meetings of Stockholders -- Conduct of Business), a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
matters set forth in this Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business). Nothing in this Section 2.5 of this
ARTICLE TWO (Meetings of Stockholders -- Conduct of Business) shall be
deemed to affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.

        In addition, a person providing notice under Section 2.5 of this
ARTICLE TWO (Meetings of Stockholders -- Conduct of Business) shall
supplementally and promptly provide such other information as the
Corporation otherwise reasonably requests.

        A majority of the Board of Directors may reject any business
proposed by a stockholder that is not timely made or otherwise not made in
accordance with the terms of Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business). If a majority of the Board of
Directors reasonably determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of
Section 2.5 of this ARTICLE TWO (Meetings of Stockholders -- Conduct of
Business) in any material respect, then the Secretary of the Corporation
shall promptly notify such stockholder of the deficiency in writing. The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time as a
majority of the Board of Directors shall reasonably determine, which period
shall not exceed ten (10) days from the date such deficiency notice is
given to the stockholder. If the deficiency is not cured within such
period, or if a majority of the Board of Directors reasonably determines
that the additional information provided by the stockholder, together with
the information previously provided, does not satisfy the requirements of
this paragraph in any material respect, then a majority of the Board of
Directors may reject such stockholder's proposed business. The Secretary of
the Corporation shall notify a stockholder in writing whether his or her
proposal of new business has been made in accordance with the time and
information requirements of Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business).

        Once business has been properly brought before the meeting in
accordance with this Section 2.5 of this ARTICLE TWO (Meetings of
Stockholders -- Conduct of Business), nothing herein shall be deemed to
preclude discussion by any stockholder of any such business; provided
further, however, that if the stockholder bringing such matter before the
meeting withdraws such matter, such matter shall no longer be properly
before the meeting.

        The chairman of a meeting of stockholders may, if the facts
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the procedure
prescribed by Section 2.5 of this ARTICLE TWO (Meetings of Stockholders --
Conduct of Business) and if the chairman should so determine, he or she
shall so declare to the meeting and such business shall not be transacted.

        Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted, and no person shall be nominated to serve as a
director, at an annual or special meeting of stockholders, unless the
requirements of the Certificate of Incorporation shall have been satisfied.

        2.6 Voting List. At least ten (10) days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has
charge of the Corporation's stock ledger, either directly or through
another officer appointed by him or through a transfer agent appointed by
the Board of Directors, shall prepare a complete list of stockholders
entitled to vote thereat, arranged in alphabetical order and showing the
address of each stockholder and number of shares of capital stock
registered in the name of each stockholder. For a period of ten (10) days
prior to such meeting, such list shall be kept on file at a place within
the city where the meeting is to be held, which place shall be specified in
the notice of meeting or a duly executed waiver of notice of such meeting
or, if not so specified, at the place where the meeting is to be held and
shall be open to examination by any stockholder, for any purpose germane to
the meeting, during ordinary business hours. Such list shall be produced at
such meeting and kept at the meeting at all times during such meeting and
may be inspected by any stockholder who is present.

        2.7 Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote on a matter, present in person or by proxy,
shall constitute a quorum at any meeting of stockholders, except as
otherwise provided by law, the Certificate of Incorporation, or these
Bylaws. If a quorum shall not be present, in person or by proxy, at any
meeting of stockholders, the chairman of the meeting or the stockholders
entitled to vote thereat who are present, in person or by proxy, may
adjourn the meeting from time to time without notice other than
announcement at the meeting (unless the Board of Directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a
quorum shall be present, in person or by proxy. At any adjourned meeting at
which a quorum shall be present, in person or by proxy, any business may be
transacted which may have been transacted at the original meeting had a
quorum been present; provided that, if the adjournment is for more than
thirty (30) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the adjourned meeting.

        2.8 Required Vote; Withdrawal of Quorum. When a quorum is present
at any meeting, the vote of the holders of at least a majority of the
outstanding shares of capital stock entitled to vote thereat who are
present, in person or by proxy, shall decide any question brought before
such meeting, unless the question is one on which, by express provision of
law, the Certificate of Incorporation, or these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question; provided, however, that the vote of the holders
of a plurality of the outstanding shares of capital stock entitled to vote
in the election of directors who are present, in person or by proxy, shall
be required to effect elections of directors. The stockholders present at a
duly constituted meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.

        2.9 Method of Voting; Proxies. Except as otherwise provided in the
Certificate of Incorporation (including any certificate establishing a
series of Preferred Stock) or by law, each outstanding share of capital
stock, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. Elections of directors
need not be by written ballot. At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or by a
proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after three (3) years from the date of its execution, unless otherwise
provided in the proxy. If no date is stated in a proxy, such proxy shall be
presumed to have been executed on the date of the meeting at which it is to
be voted. Each proxy shall be revocable unless expressly provided therein
to be irrevocable and coupled with an interest sufficient in law to support
an irrevocable power or unless otherwise made irrevocable by law.

        2.10 Record Date. For the purpose of determining stockholders
entitled (a) to notice of or to vote at any meeting of stockholders or any
adjournment thereof, (b) to receive payment of any dividend or other
distribution or allotment of any rights, or (c) to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, for any such
determination of stockholders, such date in any case to be not more than
sixty (60) days and not less than ten (10) days prior to such meeting nor
more than sixty (60) days prior to any other action. If no record date is
fixed:

               (i) The record date for determining stockholders entitled to
        notice of or to vote at a meeting of stockholders shall be at the
        close of business on the day next preceding the day on which notice
        is given or, if notice is waived, at the close of business on the
        day next preceding the day on which the meeting is held.

               (ii) The record date for determining stockholders for any
        other purpose shall be at the close of business on the day on which
        the Board of Directors adopts the resolution relating thereto.

        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.

        2.11 Conduct of Meeting. The Chairman of the Board and Chief
Executive Officer, if such office has been filled, and, if such office has
not been filled or if the Chairman of the Board and Chief Executive Officer
is absent or otherwise unable to act, the President shall preside at all
meetings of stockholders and act as the chairman of the meeting. The
chairman of the meeting shall have the power to adjourn the meeting to
another place, date, and time. The chairman of the meeting shall determine
the order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to
him or her in order. The Secretary shall keep the records of each meeting
of stockholders. In the absence or inability to act of any such officer,
such officer's duties shall be performed by the officer given the authority
to act for such absent or non-acting officer under these Bylaws or by
resolution adopted by the Board of Directors, or if no officer has been
given such authority, by some person appointed at the meeting.

        2.12 Inspectors. The Board of Directors shall, if required, in
advance of any meeting of stockholders, appoint one or more inspectors to
act at such meeting or any adjournment thereof. If any of the inspectors so
appointed shall fail to appear or act, the chairman of the meeting shall,
or if inspectors shall not have been appointed, the chairman of the meeting
may, appoint one or more inspectors. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath to execute
faithfully the duties of inspector at such meeting with strict impartiality
and according to the best of his ability. The inspectors shall determine
the number of shares of capital stock of the Corporation outstanding and
the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, and the validity and effect of proxies and 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 results, and do such acts as
are proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting, the inspectors
shall make a report in writing of any challenge, request, or matter
determined by them and shall execute a certificate of any fact found by
them. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be stockholders.


        2.13 Voting of Subsidiary Stock. (a) No disposition of any shares
of common stock ("Subsidiary Common Stock"), par value $.01 per share, of
Alamosa (Delaware), Inc., a Delaware corporation ("Subsidiary"), that are
held of record by the Corporation shall be made by the Corporation without
the affirmative vote of at least a majority of the votes entitled to be
cast by the holders of all the outstanding voting stock of the Corporation.

(b) On any matter on which the Corporation shall be entitled to vote any
shares of Subsidiary Common Stock, the Corporation shall vote such shares
of Subsidiary Common Stock in proportion to the vote of, or as directed by
the vote of, the stockholders of the Corporation.

(c) So long as the Corporation is the record holder of any shares of
Subsidiary Common Stock and no termination event of the type described in
clause (x) or clause (y) below has occurred, this Section 2.13 may not be
amended, modified or repealed by the Corporation without approval by a vote
of the holders of voting stock of the Corporation. This Section 2.13 shall
automatically terminate and be of no further force or effect at and after
the earliest of (x) such time as all liability with respect to the 12-7/8%
Senior Discount Notes due 2010, issued pursuant to the Indenture (the
"Indenture"), dated as of February 8, 2000 (the "Senior Notes") shall have
been discharged in full in accordance with Article VIII of the Indenture,
(y) such time as all conditions to the "legal defeasance option" or the
"covenant defeasance option" shall have been satisfied in accordance with
Article VIII of the Indenture, and (z) such time as termination of this
Section 2.13 shall have been approved by a vote of the holders of voting
stock of the Corporation.

                         ARTICLE THREE: DIRECTORS

        3.1 Management. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors.

        3.2 Number; Qualification; Election; Term. The Board of Directors
shall be constituted as set forth in the Certificate of Incorporation.

        3.3 Meetings of Directors. The directors may hold their meetings
and may have an office and keep the records of the Corporation, except as
otherwise provided by law, in such place or places within or without the
State of Delaware as the Board of Directors may from time to time determine
or as shall be specified in the notice of such meeting or duly executed
waiver of notice of such meeting.

        3.4 First Meeting. Each newly elected Board of Directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place
as the annual meeting of stockholders, and no notice of such meeting shall
be necessary.

        3.5 Election of Officers. At the first meeting of the Board of
Directors after each annual meeting of stockholders at which a quorum shall
be present, the Board of Directors shall elect the officers of the
Corporation.

        3.6 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to
time by resolution of the Board of Directors. Notice of such regular
meetings shall not be required.

        3.7 Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board and Chief
Executive Officer, or by two or more directors then in office.

        3.8 Notice. The Secretary shall give notice of each special meeting
to each director at least twenty-four (24) hours before the meeting. Notice
of any such meeting need not be given to any director who, either before or
after the meeting, submits a signed waiver of notice or who shall attend
such meeting without protesting, prior to or at its commencement, the lack
of notice to him. The purpose of any special meeting shall be specified in
the notice or waiver of notice of such meeting.

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

        3.10 Procedure. At meetings of the Board of Directors, business
shall be transacted in such order as from time to time the Board of
Directors may determine. The Chairman of the Board and Chief Executive
Officer, if such office has been filled, and, if such office has not been
filled or if the Chairman of the Board and Chief Executive Officer is
absent or otherwise unable to act, the President shall preside at all
meetings of the Board of Directors. In the absence or inability to act of
such officers, a chairman shall be chosen by the Board of Directors from
among the directors present. The Secretary of the Corporation shall act as
the secretary of each meeting of the Board of Directors unless the Board of
Directors appoints another person to act as secretary of the meeting. The
Board of Directors shall keep regular minutes of its proceedings which
shall be placed in the minute book of the Corporation.

        3.11 Presumption of Assent. A director of the Corporation who is
present at the meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward
any dissent by certified or registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

        3.12 Compensation. The Board of Directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, paid
to directors for attendance at regular or special meetings of the Board of
Directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in
any other capacity or receiving compensation therefor.

                          ARTICLE FOUR: COMMITTEES

        4.1 Designation. The Board of Directors may designate one or more
committees.

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

        4.3 Authority. Each committee, to the extent expressly provided in
the resolution establishing such committee, shall have and may exercise all
of the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation except to the extent expressly
restricted by law, the Certificate of Incorporation, or these Bylaws.

        4.4 Committee Changes. The Board of Directors shall have the power
at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

        4.5 Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of any committee. Any
such alternate member may replace any absent or disqualified member at any
meeting of the committee. If no alternate committee members have been so
appointed to a committee or each such alternate committee member is absent
or disqualified, the member or members of such committee present at any
meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or
disqualified member.

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

        4.7 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including
therein the time and place of such special meeting, to be given to each
committee member at least two (2) days before such special meeting. Neither
the business to be transacted at, nor the purpose of, any special meeting
of any committee need be specified in the notice or waiver of notice of any
special meeting.

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

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

        4.10 Compensation. Committee members may, by resolution of the
Board of Directors, be allowed a fixed sum and expenses of attendance, if
any, for attending any committee meetings or a stated salary.

        4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors or any director of any responsibility imposed upon it or such
director by law.

                            ARTICLE FIVE: NOTICE

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

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

                           ARTICLE SIX: OFFICERS

        6.1 Number; Titles; Term of Office. The officers of the Corporation
shall be a Chairman of the Board and Chief Executive Officer, a President,
a Secretary, and such other officers as the Board of Directors may from
time to time elect or appoint, including one or more Vice Presidents (with
each Vice President to have such descriptive title, if any, as the Board of
Directors shall determine) and a Treasurer. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified,
until his death, or until he shall resign or shall have been removed in the
manner hereinafter provided. Any two or more offices may be held by the
same person. None of the officers need be a stockholder or a director of
the Corporation or a resident of the State of Delaware.

        6.2 Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its
judgment the best interest of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or agent shall
not of itself create contract rights.

        6.3 Vacancies. Any vacancy occurring in any office of the
Corporation (by death, resignation, removal, or otherwise) may be filled by
the Board of Directors.

        6.4 Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws
or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

        6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the Board of Directors; provided,
however, that the Board of Directors may delegate the power to determine
the compensation of any officer and agent (other than the officer to whom
such power is delegated) to the Chairman of the Board and Chief Executive
Officer or the President.

        6.6 Chairman of the Board and Chief Executive Officer. The Chairman
of the Board and Chief Executive Officer shall be the chief executive
officer of the Corporation and, subject to the supervision of the Board of
Directors of the Corporation, shall have the general management and control
of the Corporation and its subsidiaries (including the right to vote the
voting securities of the subsidiaries of the Corporation on behalf of the
Corporation), shall preside at all meetings of the stockholders and of the
Board of Directors and may sign all certificates for shares of capital
stock of the Corporation.

        6.7 President. The President shall be the chief operating officer
of the Corporation and, subject to the supervision of the Chairman of the
Board and Chief Executive Officer, he shall have general executive charge,
management, and control of the properties and operations of the Corporation
in the ordinary course of its business, with all such powers with respect
to such properties and operations as may be reasonably incident to such
responsibilities. In the absence or inability to act of the Chairman of the
Board and Chief Executive Officer, the President shall exercise all of the
powers and discharge all of the duties of the Chairman of the Board and
Chief Executive Officer. As between the Corporation and third parties, any
action taken by the President in the performance of the duties of the
Chairman of the Board and Chief Executive Officer shall be conclusive
evidence that the Chairman of the Board and Chief Executive Officer is
absent or unable to act. The President may sign all certificates for shares
of stock of the Corporation.

        6.8 Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors, the Chairman of
the Board and Chief Executive Officer, or the President, and (in order of
their seniority as determined by the Board of Directors or, in the absence
of such determination, as determined by the length of time they have held
the office of Vice President) shall exercise the powers of the President
during that officer's absence or inability to act. As between the
Corporation and third parties, any action taken by a Vice President in the
performance of the duties of the President shall be conclusive evidence of
the absence or inability to act of the President at the time such action
was taken.

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

        6.10 Assistant Treasurers. Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board and Chief Executive Officer, or the President. The
Assistant Treasurers (in the order of their seniority as determined by the
Board of Directors or, in the absence of such a determination, as
determined by the length of time they have held the office of Assistant
Treasurer) shall exercise the powers of the Treasurer during that officer's
absence or inability to act.

        6.11 Secretary. Except as otherwise provided in these Bylaws, the
Secretary shall keep the minutes of all meetings of the Board of Directors
and of the stockholders in books provided for that purpose, and he shall
attend to the giving and service of all notices. He may sign with the
Chairman of the Board and Chief Executive Officer or the President, in the
name of the Corporation, all contracts of the Corporation and affix the
seal, if any, of the Corporation thereto. He may sign with the Chairman of
the Board and Chief Executive Officer or the President all certificates for
shares of stock of the Corporation, and he shall have charge of the
certificate books, transfer books, and stock papers as the Board of
Directors may direct, all of which shall at all reasonable times be open to
inspection by any director upon application at the office of the
Corporation during business hours. He shall in general perform all duties
incident to the office of the Secretary, subject to the control of the
Board of Directors, the Chairman of the Board and Chief Executive Officer,
and the President.

        6.12 Assistant Secretaries. Each Assistant Secretary shall have
such powers and duties as may be assigned to him by the Board of Directors,
the Chairman of the Board and Chief Executive Officer, or the President.
The Assistant Secretaries (in the order of their seniority as determined by
the Board of Directors or, in the absence of such a determination, as
determined by the length of time they have held the office of Assistant
Secretary) shall exercise the powers of the Secretary during that officer's
absence or inability to act.

        6.13 Vice Chairman of the Board. The Vice Chairman of the Board, if
one shall be appointed, shall have such powers and duties as may be
provided herein or assigned to him by the Board of Directors or the
Chairman of the Board and Chief Executive Officer.

        6.14 Chief Technology Officer. The Chief Technology Officer shall
be the Chief Technology Officer of the Corporation and, subject to the
supervision of the Chairman of the Board and Chief Executive Officer
("CEO"), and whoever the CEO may designate, shall have general executive
charge, management and control of the technical properties and technical
operations of the corporation in the ordinary course of its business, with
all such powers with respect to such technical properties and technical
operations as may be reasonably incident to such responsibilities. The
Chief Technology Officer shall report to the Chairman of the Board and
Chief Executive Officer and whoever the CEO may designate, shall be under
the control and supervision of the Chairman of the Board and Chief
Executive Officer and whoever the CEO may designate.

                ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS

        7.1 Certificates for Shares. Certificates for shares of stock of
the Corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed by the Chairman of the Board
and Chief Executive Officer or the President or a Vice President and also
by the Secretary or an Assistant Secretary or by the Treasurer or an
Assistant Treasurer. Any and all signatures on the certificate may be a
facsimile and may be sealed with the seal of the Corporation or a facsimile
thereof. If any officer, transfer agent, or registrar who has signed, or
whose facsimile signature has been placed upon, a certificate has ceased to
be such officer, transfer agent, or registrar before such certificate is
issued, such certificate may be issued by the Corporation with the same
effect as if he were such officer, transfer agent, or registrar at the date
of issue. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued and shall
exhibit the holder's name and the number of shares.

        7.2 Replacement of Lost or Destroyed Certificates. The Corporation
may direct a new certificate or certificates to be issued in place of a
certificate or certificates theretofore issued by the Corporation and
alleged to have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate or certificates
representing shares to be lost or destroyed. When authorizing such issue of
a new certificate or certificates the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall
require and/or to give the Corporation a bond with a surety or sureties
satisfactory to the Corporation in such sum as it may direct as indemnity
against any claim, or expense resulting from a claim, that may be made
against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

        7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, the
Corporation or its transfer agent shall issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the
transaction upon its books.

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

        7.5 Regulations. The Board of Directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

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

                  ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

        8.1 Dividends. Subject to provisions of law and the Certificate of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property, or in
shares of stock of the Corporation. Such declaration and payment shall be
at the discretion of the Board of Directors.

        8.2 Reserves. There may be created by the Board of Directors out of
funds of the Corporation legally available therefor such reserve or
reserves as the directors from time to time, in their discretion, consider
proper to provide for contingencies, to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other purpose as the
Board of Directors shall consider beneficial to the Corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

        8.3 Books and Records. The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the
proceedings of its stockholders and Board of Directors and shall keep at
its registered office or principal place of business, or at the office of
its transfer agent or registrar, a record of its stockholders, giving the
names and addresses of all stockholders and the number and class of the
shares held by each.

        8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed
by the Board of Directors; provided, that if such fiscal year is not fixed
by the Board of Directors and the selection of the fiscal year is not
expressly deferred by the Board of Directors, the fiscal year shall be the
calendar year.

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

        8.6 Resignations. Any director, committee member, or officer may
resign by so stating at any meeting of the Board of Directors or by giving
written notice to the Board of Directors, the Chairman of the Board and
Chief Executive Officer, the President, or the Secretary. Such resignation
shall take effect at the time specified therein or, if no time is specified
therein, immediately upon its receipt. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.

        8.7 Securities of Other Corporations. The Chairman of the Board and
Chief Executive Officer or the President shall have the power and authority
to transfer, endorse for transfer, vote, consent, or take any other action
with respect to any securities of another issuer which may be held or owned
by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.

        8.8 Telephone Meetings. Members of the Board of Directors and
members of a committee of the Board of Directors may participate in and
hold a meeting of such Board of Directors or committee by means of a
conference telephone or similar communications equipment by means of which
persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 8.8 of this ARTICLE EIGHT
(Miscellaneous Provisions -- Telephone Meetings) shall constitute presence
in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting at the beginning of such
meeting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

        8.9 Action Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or by these Bylaws, any action required or
permitted to be taken at a meeting of the Board of Directors, or of any
committee of the Board of Directors, may be taken without a meeting if a
consent or consents in writing, setting forth the action so taken, shall be
signed by all the directors or all the committee members, as the case may
be, entitled to vote with respect to the subject matter thereof, and such
consent shall have the same force and effect as a vote of such directors or
committee members, as the case may be, and may be stated as such in any
certificate or document filed with the Secretary of State of the State of
Delaware or in any certificate delivered to any person. Such consent or
consents shall be filed with the minutes of proceedings of the Board of
Directors or committee, as the case may be.

        Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting
of stockholders of the Corporation and may not be effected by any consent
in writing by such stockholders.

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

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

        8.12 Headings. The headings used in these Bylaws have been inserted
for administrative convenience only and do not constitute matter to be
construed in interpretation.

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

        8.14 Amendments. The Board of Directors may, upon the affirmative
vote of at least two-thirds of the Directors then serving, make, adopt,
alter, amend, and repeal from time to time these Bylaws and make from time
to time new Bylaws of the Corporation (subject to the right of the
stockholders entitled to vote thereon to adopt, alter, amend, and repeal
Bylaws made by the Board of Directors or to make new Bylaws); provided,
however, that the stockholders of the Corporation may adopt, alter, amend,
or repeal Bylaws made by the Board of Directors or make new Bylaws solely
upon the affirmative vote of the holders of at least eighty (80%) of the
outstanding shares of capital stock then entitled to vote thereon.

        8.15 Ratification. Any transaction questioned in any lawsuit on the
grounds of, among other things, lack of authority, defective or irregular
execution, adverse interest of a director, officer or stockholder,
non-disclosure, miscomputation, or the application of improper principles
or practices of accounting, may be ratified, before or after judgment, by
the Board of Directors or by the stockholders, and if so ratified shall
have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.

        8.16 Contracts. The Board of Directors may authorize any person or
persons, in the name and on behalf of the Corporation, to enter into or
execute and deliver any and all deeds, bonds, mortgages, contracts and
other obligations or instruments, and such authority may be general or
confined in specific instances.