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                                                                     EXHIBIT 3.2


                                     BYLAWS

                                       OF

                           TRANSTECHNOLOGY CORPORATION
                            (A Delaware Corporation)

                                    ARTICLE I
                                     Offices

       Section 1.01. REGISTERED OFFICE. The registered office of TransTechnology
Corporation (the "Corporation") in the State of Delaware shall be at Corporation
Trust Center, 100 West Tenth Street, in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the registered agent at that address
shall be The Corporation Trust Company.

       Section 1.02. PRINCIPAL EXECUTIVE OFFICE. Effective as of May 10, 1996
the principal executive address of the corporation shall be located at 150 Allen
Road, Liberty Corner, New Jersey 07938. The Board of Directors of the
Corporation (the "Board") may change the location of said principal executive
office.

       Section 1.03. OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.


                                   ARTICLE II
                            Meetings of Stockholders

       Section 2.01. ANNUAL MEETINGS. The annual meeting of stockholders of the
Corporation shall be held on such date and at such time as the Board shall
determine. At each annual meeting of stockholders, directors shall be elected in
accordance with the provisions of Section 3.03 and any other proper business may
be transacted.

       Section 2.02. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose may be called at any time by a majority of the Board, the Chairman of
the Board, the President or the Secretary. Special meetings may not be called by
any other person. Each special meeting shall be held at such date and time as is
requested by the person or persons calling the meeting, within the limits fixed
by law.

       Section 2.03. PLACE OF MEETINGS. Each annual or special meeting of
stockholders shall be held at such location as may be determined by the Board
or, if no such determination is made, at such place as may be determined by the
Chairman of the Board. If no location is so determined, any annual or special
meeting shall be held at the principal executive office of the Corporation.


       Section 2.04. NOTICE OF MEETINGS. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than 10 nor more than sixty days before the date of the meeting
to each stockholder of record entitled to vote at such meeting by delivering a
typewritten or printed notice thereof to him personally, or by depositing such
notice in the United States mail, in a postage prepaid envelope, directed to him
at his post-office address furnished by him to the Secretary for such purpose
or, if he shall not have furnished to the Secretary his address for such
purpose, then at his post-office address last known to the Secretary, or by
transmitting a notice thereof to him at such address by telegraph, cable or
wireless.


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       Except as otherwise expressly required by law, the notice shall state the
place, date and hour of the meeting, and, in the case of a special meeting,
shall also state the purpose for which the meeting is called. Notice of any
meeting of stockholders shall not be required to be given to any stockholder to
whom notice may be omitted pursuant to applicable Delaware law or who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except a stockholder who shall
attend such meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

       Section 2.05. CONDUCT OF MEETINGS. All annual and special meetings of
stockholders shall be conducted in accordance with such rules and procedures as
the Board may determine subject to the requirements of applicable law and, as to
matters not governed by such rules and procedures, as the chairman of such
meeting shall determine. The chairman of any annual or special meeting of
stockholders shall be the Chairman of the Board if he is willing, and if not,
then the President. The Secretary, or in the absence of the Secretary, a person
designated by the Chairman of the Board or President, as the case may be, shall
act as secretary of the meeting.

       Section 2.06. QUORUM. At any meeting of stockholders, the presence, in
person or by proxy, of the holders of record of a majority of shares then issued
and outstanding and entitled to vote at the meeting shall constitute a quorum
for the transaction of business; provided, however, that this Section 2.06 shall
not affect any different requirement which may exist under statute, pursuant to
the rights of any authorized class or series of stock, or under the Certificate
of Incorporation of the Corporation (the "Certificate") for the vote necessary
for the adoption of any measure governed thereby. In the absence of a quorum,
the stockholders present in person or by proxy, by majority vote and without
further notice, may adjourn the meeting from time to time until a quorum is
attained. At any reconvened meeting following such an adjournment at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.


       Section 2.07. VOTES REQUIRED. A majority of the votes cast at a duly
called meeting of stockholders, at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting, unless the vote of a greater or different number thereof is
required by statute, by the rights of any authorized class of stock or by the
Certificate. Unless the Certificate or a resolution of the Board of Directors
adopted in connection with the issuance of shares of any class or series of
stock provides for a greater or lesser number of votes per share, or limits or
denies voting rights, each outstanding share of stock, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

       Section 2.08. PROXIES. A stockholder may vote the shares owned of record
by him either in person or by proxy executed in writing (which shall include
writings sent by telex, telegraph, cable or facsimile transmission) by the
stockholder himself or by his duly authorized attorney-in-fact. No proxy shall
be valid after 3 years from its date, unless the proxy provides for a longer
period. Each proxy shall be in writing, subscribed by the stockholder or his
duly authorized attorney-in-fact, and dated, but it need not be sealed,
witnessed or acknowledged.

       Section 2.09. LIST OF STOCKHOLDERS. The Secretary of the Corporation
shall prepare and make (or cause to be prepared and made), at least 10 days
before every meeting of stockholders, a complete list of stockholders entitled
to vote at the meeting, arranged in alphabetical order and showing the address
of, 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


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germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the duration thereof, and may be inspected by any stockholder who is
present.

       Section 2.10. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board may appoint Inspectors of Election to act at such
meeting or at any adjournments thereof. If such Inspectors are not so appointed
or fail or refuse to act, the chairman of any such meeting may (and, upon the
demand of any stockholder or stockholder's proxy, shall) make such an
appointment.

       The number of Inspectors of Election shall be 1 or 3. If there are 3
Inspectors of Election, the decision, act or certificate of a majority shall be
effective and shall represent the decision, act or certificate of all. No such
Inspector need be a stockholder of the Corporation.

       The Inspectors of Election shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies;
they shall receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close and
determine the result; and finally, they shall do such acts as may be proper to
conduct the election or vote with fairness to all stockholders. On request, the
Inspectors shall make a report in writing to the secretary of the meeting
concerning any challenge, question or other matter as may have been determined
by them and shall execute and deliver to such secretary a certificate of any
fact found by them.


                                   ARTICLE III
                                    Directors

       Section 3.01. GENERAL POWERS. Subject to any requirements in the
Certificate or the Bylaws, and of applicable law as to action which must be
authorized or approved by the stockholders, any and all corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
Corporation shall be under the direction of, the Board to the fullest extent
permitted by law. Without limiting the generality of the foregoing, it is hereby
expressly declared that the directors shall have the following powers, to wit:

       First - To select and remove all the officers, agents and employees of
       the Corporation, prescribe such powers and duties for them as may not be
       inconsistent with law, with the Certificate or the Bylaws and fix their
       compensation.

       Second - To conduct, manage and control the affairs and business of the
       Corporation, and to make such rules and regulations therefor not
       inconsistent with law, or with the Certificate or the Bylaws, as they may
       deem best.

       Third - To change the location of the registered office of the
       Corporation in Section 1.01; to change the principal executive office for
       the transaction of the business of the Corporation from one location to
       another as provided in Section 1.02; to fix and locate, from time to
       time, one or more subsidiary offices of the Corporation within or without
       the State of Delaware as provided in Section 1.03; to designate any place
       within or without the State of Delaware for the holding of any
       stockholders' meeting; and to adopt, make and use a corporate seal, and
       to prescribe the forms of certificates of stock, and to alter the form of
       such seal and of such certificates, from


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       time to time, and in their judgment as they may deem best; provided,
       however, that such seal and such certificates shall at all times comply
       with the law.

       Fourth - To authorize the issuance of shares of stock of the Corporation,
       from time to time, upon such terms and for such considerations as may be
       lawful.

       Fifth - To borrow money and incur indebtedness for the purposes of the
       Corporation, and to cause to be executed and delivered therefor, in the
       corporate name, promissory notes, bonds, debentures, deeds of trust and
       securities therefor.

       Section 3.02. NUMBER AND TERM OF OFFICE. Effective as of July 13, 2000,
the authorized number of directors of the corporation shall be nine (9) until
this section is amended by a resolution duly adopted by the Board or by the
stockholders, in either case in accordance with the provisions of Article V of
the Certificate. Directors need not be stockholders. Each of the directors shall
hold office until his successor shall have been duly elected and shall qualify
or until he shall resign or shall have been removed in the manner hereinafter
provided.

       Section 3.03. ELECTION OF DIRECTORS. The directors shall be elected by
the stockholders of the Corporation, and at each election the persons receiving
the greater number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate relating thereto.


       Section 3.04. RESIGNATIONS. Any director may resign at any time by giving
written notice to the Board or to the Secretary. Any such resignation shall take
effect at the time specified therein, or, if the time is not specified, it shall
take effect immediately upon receipt; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

       Section 3.05. VACANCIES. Except as otherwise provided in the Certificate,
any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by vote of the majority of the remaining directors, although less
than a quorum. Each director so chosen to fill a vacancy shall hold office until
his successor shall have been elected and shall qualify or until he shall resign
or shall have been removed.

       No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.

       Section 3.06. PLACE OF MEETING, ETC. The Board or any committee thereof
may hold any of its meetings at any place, within or without the State of
Delaware, as the Board or such committee may, from time to time, by resolution
designate or as shall be designated by the person or persons calling the meeting
or in the notice or a waiver of notice of any such meeting. Directors may
participate in any regular or special meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board or such
committee can hear each other, and such participation shall constitute presence
in person at such meeting.

       Section 3.07. FIRST MEETING. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.

       Section 3.08. REGULAR MEETING. Regular meetings of the Board may be held
at such times as the Board shall, from time to time, by resolution determine. If
any date fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall


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be held at the same hour and place on the next succeeding business day not a
legal holiday. Except as provided by law, notice of regular meetings need not be
given.


       Section 3.09. SPECIAL MEETING. Special meetings of the Board for any
purpose shall be called at any time by the Chairman of the Board or, if he is
absent or unable or refuses to act, by the President or, if he is absent or
unable or refuses to act, by any Vice President, Secretary or by any two
directors. For any special meeting of the Board of Directors, the Executive
Committee, if such a committee has been created pursuant to Section 3.13 hereof,
may by resolution change the location of that meeting, provided the Executive
Committee resolution to that effect is adopted not later than the later of a)
five days before the called date of the meeting, or b) one day after the receipt
of the call of the meeting by the Chairman of the Executive Committee. Except as
otherwise provided by law or by the Bylaws, written notice of the time and place
of special meetings shall be delivered personally to each director, or sent to
each director by mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown upon the records of the
Corporation, or if it is not so shown on such records and is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company in the county in which
the principal executive office for the transaction of business of the
Corporation is located at least forty-eight hours prior to the time of the
holding of the meeting. In case such notice is delivered personally as above
provided, it shall be so delivered at least 24 hours prior to the time of the
holding of the meeting. Such mailing, telegraphing or delivery as above provided
shall be due, legal and personal notice to such director. Except where otherwise
required by law or by the Bylaws, notice of the purpose of a special meeting
need not be given. Notice of any meeting of the Board shall not be required to
be given to any director who is present at such meeting, except a director who
shall attend such meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

       Section 3.10. QUORUM AND MANNER OF ACTING. Except as otherwise provided
in the Bylaws, the Certificate or by applicable law, the presence of a majority
of the total number of directors shall be required to constitute a quorum for
the transaction of business at any meeting of the Board, and all matters shall
be decided at any such meeting, a quorum being present, by the affirmative votes
of a majority of the directors present. In the absence of a quorum, a majority
of directors present at any meeting may adjourn the same, from time to time,
until a quorum shall be present. Notice of any adjourned meeting need not be
given. The directors shall act only as a Board, and the individual directors
shall have no power as such.

       Section 3.11. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if consent in writing is given thereto by all members of the
Board or of such committee, as the case may be, and such consent is filed with
the minutes of proceedings of the Board or committee.

       Section 3.12. COMPENSATION. Directors who are not employees of the
Corporation or any of its subsidiaries may receive an annual fee for their
services as directors in an amount fixed by resolution of the Board, and in
addition, a fixed fee, with or without expenses of attendance, may be allowed by
resolution of the Board for attendance at each meeting, including each meeting
of a committee of the Board. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving compensation therefor.

       Section 3.13. COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and subject to any
restrictions or limitations on the delegation of power and authority imposed


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by applicable law, shall have and may exercise all the powers and authority of
the Board in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Any such committee may keep written minutes of its meetings and
shall report on its meetings to the Board at the next regular meeting of the
Board.

       Section 3.14 MEETINGS OF COMMITTEES. Each committee of the Board shall
fix its own rules of procedure consist with the provisions of applicable law and
of any resolutions of the Board governing such committee. Each committee shall
meet as provided by such rules or such resolution of the Board. Unless otherwise
provided by such rules or by such resolution, the provisions of the Bylaws under
Article III entitled "Directors" relating to the place of holding meetings and
the notice required for meetings of the Board of Directors shall govern the
place of meetings and notice of meetings for committees of the Board. A majority
of the members of each committee shall constitute a quorum thereof, except that
when a committee consists of 1 member, then the 1 member shall constitute a
quorum. In the absence of a quorum, a majority of the members present at the
time and place of any meeting may adjourn the meeting from time to time until a
quorum shall be present and the meeting may be held as adjourned without further
notice or waiver. Except in cases where it is otherwise provided by the rules of
such committee or by a resolution of the Board, the vote of a majority of the
members present at a duly constituted meeting at which a quorum is present shall
be sufficient to pass any measure by the committee.


                                   ARTICLE IV
                                    Officers

       Section 4.01 DESIGNATION, ELECTION AND TERM OF OFFICE. The Corporation
shall have a Vice-Chairman of the Board, a President, a chief financial officer,
such vice presidents as the Board deems appropriate, and a Secretary. These
officers shall be elected annually by the Board at the organizational meeting
immediately following the annual meeting of stockholders, and each such officer
shall hold office until the corresponding meeting of the Board in the next year
and until his successor shall have been elected and qualified or until his
earlier resignation, death or removal. In its discretion, the Board may leave
unfilled for any period it may fix any office to the ext allowed by law. Any
vacancy in any of the above offices may be filled for the unexpired portion of
the term by the Board at any regular or special meeting.

       Section 4.02. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside, if present and willing, at all stockholders and Board of Directors'
meetings. In addition, he shall have such other duties as may, from
time-to-time, be assigned to him by the Board of Directors.

       Section 4.03. VICE-CHAIRMAN OF THE BOARD. The Vice-Chairman of the Board
shall, in the absence or inability of the Chairman of the Board to perform such
duties, assume the duties and responsibilities of the Chairman of the Board as
defined in Section 4.02 of these Bylaws; and shall have such other duties as
may, from time-to-time, be assigned him by the Board of Directors.

       Section 4.04. PRESIDENT. Except to the extent that the Bylaws or the
Board of Directors assign specific powers and duties to the Chairman of the
Board and/or the Vice-Chairman of the Board, the President shall be the
Corporation's General Manager and Chief Executive Officer and, subject to the
control of the Board of Directors, shall have general charge, supervision and
control over the Corporation's assets, businesses, operations and its officers.
The managerial powers and duties of the President include, but are not limited
to, all of the general powers and duties of management usually vested in the
office of a president of a corporation, and the making of reports to the Board
of Directors and stockholders.


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       Section 4.05. EXECUTIVE VICE PRESIDENT. The Board may appoint an
Executive Vice President, who shall be accountable to the President. He shall
perform such duties as may be assigned to him, from time to time, by the Board
in its enabling resolution and by the President.


       Section 4.06. VICE PRESIDENT/CHIEF FINANCIAL OFFICER. The chief financial
officer of the Corporation shall be a vice president. He shall report to the
President and be responsible for the management and supervision of all financial
matters and for the financial growth and stability of the Corporation. In
addition, he shall have the duties usually vested in the treasurer's office of a
corporation.

       Section 4.07. VICE PRESIDENTS. Vice Presidents of the Corporation that
are elected by the Board shall perform such duties as may be assigned to them,
from time to time, by the President. Such vice presidents may be designated as
Group Vice Presidents, Senior Vice Presidents or other appropriate designations
given by the Board in its enabling resolutions.

       Section 4.08. SECRETARY. The Secretary shall keep the minutes of the
meetings of the stockholders, the Board and all committee meetings. He shall be
the custodian of the corporate seal and shall affix it to all documents which he
is authorized by law or the Board to sign and seal. He also shall perform such
other duties as may be assigned to him, from time to time, by the Chairman of
the Board or the Board.

       Section 4.09. OTHER OFFICERS. The Board may also elect one or more
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers.

       Section 4.10. WHEN DUTIES OF AN OFFICER MAY BE DELEGATED. In the case of
the absence or disability of an officer or for any other reason that may seem
sufficient to the Board, the Board, or any officer designated by it, or the
Chairman of the Board may, for the time of the absence or disability, delegate
such officer's duties and powers to any other officer of the Corporation.

       Section 4.11. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board, to the Chairman of the Board, to the President, or
to the Secretary. Any such resignation shall take effect at the time specified
therein unless otherwise determined by the Board. The acceptance of a
resignation by the Corporation shall not be necessary to make it effective.

       Section 4.12. REMOVAL. Any officer of the Corporation may be removed,
with or without cause, by the affirmative vote of a majority of the entire
Board.


                                    ARTICLE V
                 Contracts, Checks, Drafts, Bank Accounts, Etc.

       Section 5.01. EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in the Bylaws, may authorize any officer or officers, agent or agents,
to enter into any contract or execute any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by the Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

       Section 5.02. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.


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       Section 5.03. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited, from time to time, to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such powers shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the chief financial officer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
sign and deliver checks, drafts and other orders for the payment of money which
are payable to the order of the Corporation.

       Section 5.04. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may, from time
to time, authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositaries as the Board may select
or as may be selected by any officer, assistant or assistants, agent or agents,
or attorney or attorneys of the Corporation to whom such power shall have been
delegated by the Board. The Board may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of the
Bylaws as it may deem expedient.


                                   ARTICLE VI
                                 Indemnification

       Except to the extent prohibited by then applicable law, the Corporation
(i) shall indemnify and hold harmless each person who was or is a party to, or
is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise (any such action, suit or proceeding being hereafter in this Article
referred to as a "proceeding"), by reason of the fact that such person is or was
a director or officer of the Corporation, is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or was a director or officer of a
foreign or domestic corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such predecessor
corporation; and (ii) may indemnify and hold harmless each person who was or is
a party to, or is threatened to be made a party to, any such proceeding by
reason of the fact that such person is or was an employee or agent of the
Corporation, is or was serving at the request of the Corporation as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, or was an employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the Corporation or of any enterprise at
the request of such corporation (any such person being hereafter in the Article
referred to as an "indemnifiable party"). Where required by law, the
indemnification provided for in this Article shall be made only as authorized in
the specific case upon a determination, in the manner provided by law, that the
indemnification of the indemnifiable party is proper in the circumstances. The
Corporation shall advance to indemnifiable parties expenses incurred in
defending any proceeding prior to the final disposition thereof except to the
ext prohibited by then applicable law. This Article shall create a right of
indemnification for each such indemnifiable party whether or not the proceeding
to which the indemnification relates arose in whole or in part prior to adoption
of this Article (or the adoption of the comparable provisions of the Bylaws of
the Corporation's predecessor corporation) and, in the event of the death of an
indemnifiable party, such right shall extend to such indemnifiable party's legal
representatives. The right of indemnification hereby given shall not be
exclusive of any right such indemnifiable party may have, whether by law or
under any agreement, insurance policy, vote of the Board or stockholders, or
otherwise. The Corporation shall have power to purchase and maintain insurance
on behalf of any indemnifiable party against any liability asserted against or


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incurred by the indemnifiable party in such capacity or arising out of the
indemnifiable party's status as such whether or not the Corporation would have
the power to indemnify the indemnifiable party against such liability.

                                   ARTICLE VII
                                      Stock

       Section 7.01. CERTIFICATES. Except as otherwise provided by law, each
stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number and class (and series, if appropriate) of
shares of stock owned by him in the Corporation. Each certificate shall be
signed in the name of the Corporation by the Chairman of the Board and the
President, together with the Secretary. Any or all of the signatures on any
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were an officer, transfer agent or registrar at the date of
issue.

       Section 7.02. TRANSFER OF SHARES. Shares of stock shall be transferable
on the books of the Corporation only by the holder thereof, in person or by his
duly authorized attorney, upon the surrender of the certificate representing the
shares to be transferred, properly endorsed, to the Corporation's registrar if
the Corporation has a registrar. The Board shall have power and authority to
make such other rules and regulations concerning the issue, transfer and
registration of certificates of the Corporation's stock as it may deem
expedient.

       Section 7.03. TRANSFER AGENTS AND REGISTRARS. The Corporation may have
one or more transfer agents and one or more registrars of its stock whose
respective duties the Board or the Secretary may, from time to time, define. No
certificate of stock shall be valid until countersigned by a transfer agent, if
the Corporation has a transfer agent, or until registered by a registrar, if the
Corporation has a registrar. The duties of transfer agent and registrar may be
combined.

       Section 7.04. STOCK LEDGERS. Original or duplicate stock ledgers,
containing the names and addresses of the stockholders of the Corporation and
the number of shares of each class of stock held by them, shall be kept at the
principal executive office of the Corporation or at the office of its transfer
agent or registrar.

       Section 7.05. RECORD DATES. The Board shall fix, in advance, a date as
the record date for the purpose of determining stockholders entitled to notice
of, or to vote at, any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or in order to make a determination of
stockholders for any other proper purpose. Such date in any case shall be not
more than sixty days, and in case of a meeting of stockholders, not less than 10
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. Only those stockholders of record
on the date so fixed shall be entitled to any of the foregoing rights,
notwithstanding the transfer of any such stock on the books of the Corporation
after any such record date fixed by the Board.

       Section 7.06. NEW CERTIFICATES. In case any certificate of stock is lost,
stolen, mutilated or destroyed, the Board may authorize the issuance of a new
certificate in place thereof upon such terms and conditions as it may deem
advisable; or the Board may delegate such power to the Secretary; but the Board
or Secretary or agents, in their discretion, may refuse to issue such a new
certificate unless the Corporation is ordered to do so by a court of competent
jurisdiction.


<PAGE>   10
                                  ARTICLE VIII
                               General Provisions

       Section 8.01. DIVIDENDS. Subject to limitations contained in Delaware Law
and the Certificate, the Board may declare and pay dividends upon the shares of
capital stock of the Corporation, which dividends may be paid either in cash,
securities of the Corporation or other property.

       Section 8.02. VOTING OF STOCK IN OTHER CORPORATIONS. Any shares of stock
in other corporations or associations which may, from time to time, be held by
the Corporation, may be represented and voted at any of the stockholders'
meetings thereof by the Chairman of the Board, the President or the Secretary.
The Board, however, may by resolution appoint some other person or persons to
vote such shares, in which case such person or persons shall be entitled to vote
such shares upon the production of a certified copy of such resolution.

       Section 8.03. AMENDMENTS. These Bylaws may be adopted, repealed,
rescinded, altered or amended only as provided in the Certificate.




       Restated: July 13, 2000