<PAGE>

                                                                    Exhibit 3.2


                                     BYLAWS
                                       OF
                               PBOC HOLDINGS, INC.


                                    ARTICLE I
                                     OFFICES

         1.1 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of
PBOC Holdings, Inc. ("Corporation") shall be located in the State of Delaware at
such place as may be fixed from time to time by the Board of Directors upon
filing of such notices as may be required by law, and the registered agent shall
have a business office identical with such registered office.

         1.2 OTHER OFFICES. The Corporation may have other offices within or
without the State of Delaware at such place or places as the Board of Directors
may from time to time determine.


                                   ARTICLE II
                             STOCKHOLDERS' MEETINGS

         2.1 MEETING PLACE. All meetings of the stockholders shall be held at
the principal place of business of the Corporation, or at such other place
within or without the State of Delaware as shall be determined from time to time
by the Board of Directors, and the place at which any such meeting shall be held
shall be stated in the notice of the meeting.

         2.2 ANNUAL MEETING TIME. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the fourth Monday of
April at such time prescribed by the Board of Directors, if not a legal holiday,
and if a legal holiday, then on such other date and time as may be determined by
the Board of Directors and stated in the notice of such meeting.

         2.3 ORGANIZATION. Each meeting of the stockholders shall be presided
over by the Chairman of the Board, or in his absence by the President. The
Secretary, or in his absence a temporary Secretary, shall act as secretary of
each meeting of the stockholders. In the absence of the Secretary and any
temporary Secretary, the chairman of the meeting may appoint any person present
to act as secretary of the meeting. The chairman of any meeting of the
stockholders shall announce the date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting
and, unless prescribed by law or regulation or unless the Board of Directors has
otherwise determined, shall determine the order of the business and the
procedure at the meeting, including such regulation of the manner of voting and
the conduct of discussions as seem to him in order.



                                        1

<PAGE>



         2.4 SPECIAL MEETINGS. Except as otherwise required by law and subject
to the rights of the holders of any class or series of Preferred Stock (as that
term is defined in the Amended and Restated Certificate of Incorporation),
special meetings of the stockholders may be called only by the Board of
Directors pursuant to a resolution approved by the affirmative vote of a
majority of the directors then in office.

         2.5 NOTICE.

         (a) Notice of the time and place of the annual meeting of stockholders
shall be given by delivering personally or by mailing a written notice of the
same, not less than ten days and not more than sixty days prior to the date of
the meeting, to each stockholder of record entitled to vote at such meeting.
When any stockholders' meeting, either annual or special, is adjourned for
thirty days or more, or if a new record date is fixed for an adjourned meeting
of stockholders, notice of the adjourned meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than thirty days (unless a new
record date is fixed therefor), other than an announcement at the meeting at
which such adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.

         (b) Not less than ten days and not more than sixty days prior to the
meeting, a written notice of each special meeting of stockholders, stating the
place, day and hour of such meeting, and the purpose or purposes for which the
meeting is called, shall be either delivered personally or mailed to each
stockholder of record entitled to vote at such meeting.

         2.6 VOTING RECORD. At least ten days before each meeting of
stockholders, a complete record of the stockholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares registered in the name of each,
which record shall be kept open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to such 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 record also shall be kept open at the time and place of such meeting for the
inspection of any stockholder.

         2.7 QUORUM; ACTIONS OF STOCKHOLDERS.  Except as otherwise required by 
law:

         (a) A quorum at any annual or special meeting of stockholders shall
consist of stockholders representing, either in person or by proxy, a majority
of the outstanding capital stock of the Corporation entitled to vote at such
meeting.

         (b) In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. Directors shall be elected by a plurality of the votes of
the


                                        2

<PAGE>



shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. If, at any meeting of the stockholders, due
to a vacancy or vacancies or otherwise, directors of more than one class of the
Board of Directors are to be elected, each class of directors to be elected at
the meeting shall be elected in a separate election by a plurality vote.

         2.8 VOTING OF SHARES. Except as otherwise provided in these Bylaws or
to the extent that voting rights of the shares of any class or classes are
limited or denied by the Amended and Restated Certificate of Incorporation, each
stockholder, on each matter submitted to a vote at a meeting of stockholders,
shall have one vote for each share of stock registered in his name on the books
of the Corporation.

         2.9 FIXING OF 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 entitled to receive payment of any dividend, the
Board of Directors may fix in advance a record date for any such determination
of stockholders, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days and, in case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action requiring such determination of stockholders is to be taken.

         2.10 PROXIES. A stockholder may vote either in person or by proxy
executed in writing by the stockholder or his duly authorized attorney-in-fact.
Without limiting the manner in which a stockholder may authorize another person
or persons to act for him as proxy, a stockholder may grant such authority in
the manner specified in Section 212(c) of the General Corporation Law of the
State of Delaware. No proxy shall be valid after three years from the date of
its execution, unless otherwise provided in the proxy.

         2.11 WAIVER OF NOTICE. A waiver of any notice required to be given any
stockholder, signed by the person or persons entitled to such notice, whether
before or after the time stated therein for the meeting, shall be equivalent to
the giving of such notice.

         2.12 VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, at any meeting of the stockholders of the Corporation any one or
more of such stockholders may cast, in person or by proxy, all votes to which
such ownership is entitled. In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose names shares of
stock stand, the vote or votes to which those persons are entitled shall be cast
as directed by a majority of those holding such stock and present in person or
by proxy at such meeting, but no votes shall be cast for such stock if a
majority cannot agree, except to the extent provided in Section 217(b)(3) of the
General Corporation Law of the State of Delaware.


                                        3

<PAGE>



         2.13 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name 
of another corporation may be voted by an officer, agent or proxy as the bylaws
of such corporation may Xprescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed. A stockholder whose
shares are pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.

         2.14 PROPOSALS. At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, or (b) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not later than ninety days prior
to the annual anniversary date of the mailing of proxy materials by the
Corporation in connection with the immediately preceding annual meeting of
stockholders of the Corporation or, in the case of the annual meeting of
stockholders of the Corporation which is expected to be held on the fourth
Monday of April 1999, notice by the stockholder must be so delivered or received
no later than the close of business on the fourth Monday of January 1999,
notwithstanding a determination by the Corporation to schedule such annual
meeting at a date later than the fourth Monday of April 1999. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. The chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Article II, Section 2.14, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted. This provision is not a limitation on any other applicable
laws and regulations.

         2.15 INSPECTORS. For each meeting of stockholders, the Board of
Directors shall appoint one or more inspectors of election, who shall make a
written report of such meeting. If for any meeting the inspector(s) appointed by
the Board of Directors shall be unable to act or the Board of Directors shall
fail to appoint any inspector, one or more inspectors shall be appointed at the
meeting 



                                       4
<PAGE>

by the chairman thereof. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability. An
inspector or inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the shares represented at a meeting
and the validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors and (v) certify their
determination of the number of shares represented at the meeting and their count
of all votes and ballots. The date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting by the chairman thereof. An inspector or
inspectors shall not accept a ballot, proxy or vote, nor any revocations thereof
or changes thereto, after the closing of the polls (unless the Court of Chancery
of the State of Delaware upon application by a stockholder shall determine
otherwise) and may appoint or retain other persons or entities to assist them in
the performance of their duties. Inspectors need not be stockholders and may not
be nominees for election as directors.


                                   ARTICLE III
                                  CAPITAL STOCK

         3.1 CERTIFICATES. Certificates of stock shall be issued in numerical
order, and each stockholder shall be entitled to a certificate signed by the
Chairman of the Board or the President, and the Secretary or the Treasurer, and
may be sealed with the seal of the Corporation or facsimile thereof. Any or all
of the signatures on the certificate may be by facsimile. If an officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon such certificate ceases to be an officer, transfer agent or
registrar before the certificate is issued, it may be issued by the Corporation
with the same effect as if the person were an officer, transfer agent or
registrar on the date of issue. Each certificate of stock shall state:

         (a) that the Corporation is organized under the laws of the State of 
Delaware;

         (b) the name of the person to whom issued;

         (c) the number and class of shares and the designation of the series,
if any, which such certificate represents; and

         (d) the par value of each share represented by such certificate, or a
statement that such shares are without par value.

         3.2 TRANSFERS.

         (a) Transfers of stock shall be made only upon the stock transfer books
of the Corporation, kept at the registered office of the Corporation or at its
principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate


                                        5

<PAGE>



shall be surrendered for cancellation. The Board of Directors may, by
resolution, open a share register in any state of the United States, and may
employ an agent or agents to keep such register, and to record transfers of
shares therein.

         (b) Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the Corporation until the outstanding certificates therefor have been
surrendered to the Corporation.

         (c) A written restriction on the transfer or registration of transfer
of a certificate evidencing stock of the Corporation, if permitted by the
General Corporation Law of the State of Delaware and noted conspicuously on such
certificate, may be enforced against the holder of the restricted certificate or
any successor or transferee of the holder, including an executor, administrator,
trustee, guardian or other fiduciary entrusted with like responsibility for the
person or estate of the holder.

         3.3 REGISTERED OWNER. Registered stockholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
by the laws of the State of Delaware.

         3.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may issue a
new certificate of stock in place of any certificate previously issued by it
which is alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

         3.5 FRACTIONAL SHARES OR SCRIP. The Corporation may (a) issue fractions
of a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.

         3.6 SHARES OF ANOTHER CORPORATION. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.

                                        6

<PAGE>




                                   ARTICLE IV
                               BOARD OF DIRECTORS

         4.1 POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, which may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by law, the Amended and Restated Certificate of Incorporation
or these Bylaws directed or required to be exercised or done by the
stockholders.

         4.2 CLASSIFICATION AND TERM. The Board of Directors, other than those
who may be elected by the holders of any class or series of Stock having
preference over the Common Stock as to dividends or upon liquidation, shall be
divided into three classes as nearly equal in number as possible. The term of
office of the directors of the Corporation shall be as follows: the term of
directors of the first class shall expire at the first annual meeting of
stockholders after the effective date of the filing of the Amended and Restated
Certificate of Incorporation in connection with the Corporation's initial public
offering; the term of office of the directors of the second class shall expire
at the second annual meeting of stockholders after the effective date of the
filing of said Amended and Restated Certificate of Incorporation; and the term
of office of the third class shall expire at the third annual meeting of
stockholders after the effective date of the filing of said Amended and Restated
Certificate of Incorporation; and, as to directors of each class, when their
respective successors are elected and qualified. At each annual meeting of
stockholders, directors elected to succeed those whose terms are expiring shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders and when their respective successors are elected and qualified.

         4.3 NUMBER OF DIRECTORS. The Board of Directors shall consist of seven
persons. The number of directors may at any time be increased or decreased by a
vote of a majority of the Board of Directors, provided that no decrease shall
have the effect of shortening the term of any incumbent director.
Notwithstanding anything to the contrary contained within these Bylaws, the
number of directors may not be less than seven nor more than 15.

         4.4 VACANCIES. All vacancies in the Board of Directors shall be filled
in the manner provided in the Corporation's Amended and Restated Certificate of
Incorporation.

         4.5 REMOVAL OF DIRECTORS. Directors may be removed in the manner
provided in the Corporation's Amended and Restated Certificate of Incorporation.

         4.6 REGULAR MEETINGS. Regular meetings of the Board of Directors or any
committee thereof may be held without notice at the principal place of business
of the Corporation or at such other place or places, either within or without
the State of Delaware, as the Board of Directors or such committee, as the case
may be, may from time to time designate. Unless otherwise determined by the
Board of Directors, the annual meeting of the Board of Directors shall be held
without notice immediately after the adjournment of the annual meeting of
stockholders.


                                        7

<PAGE>


         4.7      SPECIAL MEETINGS.

         (a) Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board, the President or by a majority of the
authorized number of directors, to be held at the principal place of business of
the Corporation or at such other place or places as the Board of Directors or
the person or persons calling such meeting may from time to time designate.
Notice of all special meetings of the Board of Directors shall be given to each
director by five days' service of the same by telegram, by letter or personally.
Such notice need not specify the business to be transacted at, nor the purpose
of, the meeting.

         (b) Special meetings of any committee of the Board of Directors may be
called at any time by such person or persons and with such notice as shall be
specified for such committee by the Board of Directors, or in the absence of
such specification, in the manner and with the notice required for special
meetings of the Board of Directors.

         4.8 WAIVER OF NOTICE. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors, whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.

         4.9 QUORUM; ACTIONS OF THE BOARD OF DIRECTORS. Except as may be
otherwise specifically provided by law, the Amended and Restated Certificate of
Incorporation or these Bylaws, at all meetings of the Board of Directors, a
majority of the fully authorized number of the Board of Directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors who are present at a meeting at which a quorum previously has been
established shall be the act of the Board of Directors, regardless of whether a
quorum is present at the time such action is taken. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

         4.10 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
which may be taken at a meeting of the directors, or of a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action so
taken or to be taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be, and such consents are filed with
the minutes of proceedings of the Board of Directors or committee, as the case
may be. Such consent shall have the same effect as a unanimous vote.

         4.11 ACTION BY DIRECTORS BY COMMUNICATIONS EQUIPMENT. Any action
required or which may be taken at a meeting of directors, or of a committee
thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time.

                                        8

<PAGE>

         4.12 REGISTERING DISSENT. A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to such 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 the secretary of the meeting, before the
adjournment thereof, or shall forward such dissent by 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.

         4.13 EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees which in each case consist of one or more directors of the
Corporation, and may from time to time invest such committees with such powers
as it may see fit, subject to such conditions as may be prescribed by the Board.
An Executive Committee may be appointed by resolution passed by a majority of
the full Board of Directors. It shall have and exercise all of the authority of
the Board of Directors, except in reference to amending the Amended and Restated
Certificate of Incorporation, adopting an agreement of merger or consolidation
or plan of voluntary liquidation, recommending to the stockholders the sale,
lease or exchange or other disposition of all or substantially all the property
and assets of the Corporation, declaring a dividend on the Corporation's capital
stock or amending these Bylaws. The designation of any such committee, and the
delegation of authority thereto, shall not relieve the Board of Directors, or
any member thereof, of any responsibility imposed by law.

         4.14 REMUNERATION. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors, a stated salary as
director and/or such other compensation as may be fixed by the Board of
Directors. Members of special or standing committees may be allowed like
compensation for serving on committees of the Board of Directors. No such
payments shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

         4.15 NOMINATIONS OF DIRECTORS. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or committee appointed by the Board of Directors
or by any stockholder entitled to vote generally in an election of directors.
However, any stockholder entitled to vote generally in an election of directors
may nominate one or more persons for election as directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid to the Secretary of the Corporation not later than (i)
ninety days prior to the anniversary date of the mailing of proxy materials by
the Corporation in connection with the immediately preceding annual meeting of
stockholders of the Corporation or, in the case of the annual meeting of
stockholders of the Corporation which is expected to be held on the fourth
Monday of April 1999, nominations by the stockholder must be so delivered or
received no later than the close of business on the fourth Monday of January
1999, notwithstanding a determination by the Corporation to schedule such annual
meeting at a date later than the fourth Monday of April 1999, and (ii) with
respect to an election to be held at a special meeting of stockholders for the

                                        9

<PAGE>




election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. Each such notice
shall set forth: (a) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (e)
the consent of each nominee to serve as a director of the Corporation if so
elected. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedures.


                                    ARTICLE V
                                    OFFICERS

         5.1 DESIGNATIONS. The officers of the Corporation shall be a President,
a Secretary and a Treasurer appointed by the Board of Directors, as well as such
other officers as the Board of Directors or the President may designate.
Officers of the Corporation shall be elected for one year by the directors at
their first meeting after the annual meeting of stockholders, and officers of
the Corporation shall hold office until their successors are elected and
qualified. Any two or more offices may be held by the same person.

         5.2 POWERS AND DUTIES. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors or, in the case of
officers with a title of Vice President or lower, the President, may from time
to time authorize or determine. In the absence of action by the Board of
Directors or the President, as applicable, the officers shall have such powers
and duties as generally pertain to their respective offices.

         5.3 DELEGATION. In the case of absence or inability to act of any
officer of the Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any director or other person whom
it may select.

         5.4 VACANCIES. Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.

         5.5 TERM - REMOVAL. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors or by the President may be removed at any
time, with or without cause, by the affirmative 

                                        10

<PAGE>


vote of a majority of the whole Board of Directors, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

         5.6 BONDS. The Board of Directors may, by resolution, require any and
all of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditions for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.


                                   ARTICLE VI
                       DIVIDENDS; FINANCE; AND FISCAL YEAR

         6.1 DIVIDENDS. Subject to the applicable provisions of the General
Corporation Law of the State of Delaware, dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property or in shares of the
capital stock of the Corporation. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in its absolute discretion,
may deem proper as a reserve or reserves to meet contingencies, or for repairing
or maintaining any property of the Corporation, or for any other proper purpose,
and the Board of Directors may modify or abolish any such reserve.

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

         6.3 DEPOSITORIES. The monies of the Corporation shall be deposited in
the name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.

         6.4 FISCAL YEAR.  The fiscal year of the Corporation shall end on the 
31st day of December of each year.


                                   ARTICLE VII
                                     NOTICES

         Except as may otherwise be required by law, any notice to any
stockholder or director may be delivered personally or by mail. If mailed, the
notice shall be deemed to have been delivered when deposited in the United
States mail, addressed to the addressee at his last known address in the records
of the Corporation, with postage thereon prepaid.




                                       11

<PAGE>


                                  ARTICLE VIII
                                      SEAL

         The corporate seal of the Corporation shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Directors, or
by usage of the officers on behalf of the Corporation.

                                   ARTICLE IX
                                BOOKS AND RECORDS

         The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of its stockholders and Board of
Directors (including committees thereof). Any books, records and minutes may be
in written form or any other form capable of being converted into written form
within a reasonable time.


                                    ARTICLE X
                                   AMENDMENTS

         10.1 AMENDMENTS. These Bylaws may be altered, amended or repealed in
the manner provided in the Corporation's Amended and Restated Certificate of
Incorporation.

         10.2 EMERGENCY BYLAWS. The Board of Directors may adopt emergency
Bylaws, subject to repeal or change or by action of the stockholders, which
shall be operative during any emergency in the conduct of the business of the
Corporation resulting from an attack on the United States, any nuclear or atomic
disaster or during the existence of any catastrophe or other similar emergency
condition.

                                   ARTICLE XI
                                 USE OF PRONOUNS

         Use of the masculine gender in these Bylaws shall be considered to
represent either masculine or feminine gender whenever appropriate.

                                       12