<PAGE>

                                                                     Exhibit 4.2

                              AMENDMENT NO. 1 TO
                     SECOND AMENDED AND RESTATED BYLAWS OF
                              U.S. CONCRETE, INC.

                        Effective as of August 8, 2001

          The Board of Directors of U.S. Concrete, Inc. (the "Corporation") by
resolution has duly adopted this Amendment No. 1 to the Corporation's Second
Amended and Restated Bylaws (the "Bylaws"). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Bylaws.

          1.  The Bylaws are hereby amended by deleting Sections 1.10 through
1.12 and replacing in lieu thereof new Sections 1.10 through 1.12 reading in
their entirety as follows:

          "Section 1.10 Election of Directors. (a) Subject to such rights of the
holders of any class or series of the Corporation's capital stock as the
Certificate of Incorporation may prescribe, only persons who are nominated in
accordance with the procedures this Section 1.10 sets forth will be eligible for
election by Stockholders as Directors. Nominations of persons for election to
the Board may be made at any meeting of Stockholders at which Directors are to
be elected: (i) by or at the direction of the Board or any Board Committee the
Board has duly designated and empowered to nominate persons for election as
Directors; or (ii) by any Stockholder who (A) is a Stockholder of record at the
time that Stockholder gives the notice this Section 1.10 specifies below, (B)
will be entitled to vote at that meeting in the election of the Director for
which that Stockholder is making the nomination and (C) complies with this
Section 1.10.

          (b) For a Stockholder to bring any nomination of a person for election
as a Director properly before any meeting of Stockholders, that Stockholder must
have given timely notice of that nomination (a "Nomination Notice") in proper
written form to the Secretary. To be timely, a Stockholder's Nomination Notice
must be delivered to the Secretary, or mailed and received by the Secretary, at
the principal executive offices of the Corporation: (i) if it relates to an
election at any annual meeting of Stockholders, not later than the close of
business on the 90th day and not earlier than the 180th day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that, if
the date of the pending annual meeting is more than 30 days before or more than
60 days after that anniversary date, that Nomination Notice will be timely if it
is so delivered not later than the last to occur of the close of business on (A)
the 90th day prior to the pending annual meeting or (B) the 10th day following
the day on which the Corporation first makes a public announcement of the date
of the pending annual meeting; and (ii) if it relates to any special meeting of
Stockholders, provided that the Board of Directors has determined that directors
shall be elected at such meeting, not earlier than 180 days prior to that
special meeting and not later than the last to occur of the close of business on
(A) the 90th day prior to that special meeting or (B) the 10th day following the
day on which the
<PAGE>

Corporation first makes a public announcement of the date of that special
meeting. The public disclosure of an adjournment of any annual or special
meeting will not in any event commence a new time period for the giving of any
Nomination Notice.

          (c)  To be in proper written form, any Nomination Notice of a
Stockholder must: (i) set forth (A) as to each person whom that Stockholder
proposes to nominate for election as a Director, (1) the name, age and business
address of that person, (2) the principal occupation or employment of that
person, (3) the class or series and number of shares of capital stock of the
Corporation which that person owns beneficially or of record and (4) all other
information, if any, relating to that person which Section 14 of the Exchange
Act and the rules and regulations thereunder would require the Corporation or
that Stockholder to disclose in a proxy statement or any other filing in
connection with solicitations of proxies for an election of directors and (B) as
to that Stockholder and the beneficial owner, if any, of capital stock of the
Corporation on whose behalf the nomination is being made, (1) the name and
address of that Stockholder as they appear in the stock records of the
Corporation and the name and address of that beneficial owner, (2) the class or
series and the number of shares of capital stock of the Corporation which that
Stockholder and that beneficial owner each owns beneficially or of record, (3) a
description of all arrangements and understandings between that Stockholder or
that beneficial owner and each proposed nominee of that Stockholder and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by that Stockholder, (4) a representation by that
Stockholder that he intends to appear in person or by proxy at that meeting to
nominate the person(s) named in that Nomination Notice, (5) a representation
whether the Stockholder or the beneficial owner, if any, intends or is part of a
group which intends (a) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation's outstanding capital
stock required to elect the nominee and/or (b) to otherwise solicit proxies from
Stockholders in support of such nomination, and (6) all other information, if
any, relating to that Stockholder and that beneficial owner which Section 14 of
the Exchange Act and the rules and regulations thereunder would require the
Corporation or that Stockholder to disclose in a proxy statement or any other
filing in connection with solicitations of proxies for an election of directors;
and (ii) be accompanied by a written consent of each person that Stockholder
proposes to nominate for election as a Director to be named as such a nominee
and to serve as a Director if elected. The Corporation may require any proposed
nominee to furnish such other information as it may reasonably require to
determine the eligibility of such proposed nominee to serve as a Director of the
Corporation.

          (d)  Except as the Certificate of Incorporation, these Bylaws or
applicable law otherwise provides, the chairman of any meeting of Stockholders
at which Directors are to be elected will have the power and duty to determine
whether nominations of persons for election as Directors have been made in
accordance with the procedures this Section 1.10 sets forth (including whether
the Stockholder or beneficial owner, if any, on whose behalf the nomination is
made solicited (or is part of a group which solicited) or did not so solicit, as
the case may be, proxies in support of such Stockholder's nominee in compliance
with such Stockholder's representation as required by clause (c)(i)(B)(5) of
this Section 1.10) and, if that chairman determines that any such nomination has
not been
<PAGE>

made in compliance with these procedures, to declare to that meeting that such
nomination is defective and will be disregarded. Notwithstanding the foregoing
provisions of this Section 1.10, if the Stockholder (or a qualified
representative of the Stockholder) does not appear at the annual or special
meeting of Stockholders of the Corporation to present a nomination, such
nomination shall be disregarded, notwithstanding that proxies in respect of such
vote may have been received by the Corporation.

          (e)  Notwithstanding anything in Section 1.10(b) to the contrary, if
the number of Directors to be elected at an annual meeting of Stockholders is
increased and the Corporation has not made a public announcement at least 100
days prior to the first anniversary of the preceding year's annual meeting,
which announcement (i) names all the nominees for Director of the Board or any
duly designated and empowered Board Committee or (ii) specifies the size of the
increased Board, a Stockholder's Nomination Notice will be timely, but only with
respect to nominees for any new positions that increase creates, if that
Nomination Notice is delivered to the Secretary, or mailed and received by the
Secretary at, the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which the Corporation
first makes that public announcement.

          (f)  For purposes of Section 1.11 and this Section 1.10, "public
announcement" means disclosure in a press release the Dow Jones News Service,
Associated Press or any comparable national news service in the United States
reports or in a document the Corporation publicly files with the Securities and
Exchange Commission (the "SEC") pursuant to the Exchange Act.

          (g)  Notwithstanding the foregoing provisions of this Section 1.10, a
Stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters this
Section 1.10 sets forth.

          Section 1.11 Other Stockholder Business . (a) At any annual meeting
the Corporation holds pursuant to Section 1.1, the Stockholders will transact
only such business, in addition to the election of Directors, as has been
properly brought before that meeting. Except as the Certificate of Incorporation
otherwise provides, to be brought properly before any annual meeting, business
other than the election of Directors ("Other Business") must be (i) business the
notice of that meeting (or any supplement thereto) given by or at the direction
of the Board specifies, (ii) business otherwise properly brought before that
meeting by or at the direction of the Board and (iii) business (A) properly
brought before that meeting by a Stockholder who (1) is a Stockholder of record
at the time that Stockholder gives the notice this Section 1.11 specifies below,
(2) will be entitled to vote on that business at that meeting and (3) complies
with this Section 1.11, (B) that is a proper subject for Stockholder action and
(C) is properly introduced at that meeting.
<PAGE>

          (b)  For a Stockholder to bring any Other Business properly before any
annual meeting of Stockholders, that Stockholder must have given timely notice
thereof (a "Business Notice") in proper written form to the Secretary.  To be
timely, a Stockholder's Business Notice must be delivered to the Secretary, or
mailed and received by the Secretary at, the principal executive offices of the
Corporation not later than the close of business on the 90th day and not earlier
than the 180th day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that, if the date of the pending annual meeting is
more than 30 days before or more than 60 days after that anniversary date, that
Business Notice will be timely if it is so delivered not later than the last to
occur of the close of business on (A) the 90th day prior to that pending annual
meeting or (B) the 10th day following the day on which the Corporation first
makes a public announcement of the date of the pending meeting.  The public
disclosure of an adjournment of any annual meeting will not in any event
commence a new time period for the giving of any Business Notice.

          (c)  To be in proper written form, any Business Notice of a
Stockholder must set forth: (i) as to each matter of Other Business that
Stockholder proposes to bring before an annual meeting, (A) a brief description
of that Other Business, (B) the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend the Bylaws of the Corporation, the
language of the proposed amendment), (C) the reasons for conducting that Other
Business at an annual meeting and (D) each material interest in that Other
Business of that Stockholder and the beneficial owner, if any, of capital stock
of the Corporation on whose behalf that proposal is being made; and (ii) as to
that Stockholder and each such beneficial owner, (A) the name and address of
that Stockholder as they appear on the Corporation's books and the name and
address of that beneficial owner, (B) the class or series and the number of
shares of capital stock of the Corporation which that Stockholder and that
beneficial owner each owns beneficially or of record, (C) a description of all
arrangements and understandings between that Stockholder or that beneficial
owner and any other person or persons (including their names) in connection with
that Other Business, (D) a representation by that Stockholder that he intends to
appear in person or by proxy at that meeting to bring that Other Business before
that meeting , and (E) a representation whether the Stockholder or the
beneficial owner, if any, intends or is part of a group which intends (a) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal and/or (b) otherwise to solicit proxies from Stockholders in
support of such proposal. The foregoing notice requirements shall be deemed
satisfied by a Stockholder if the Stockholder has notified the Corporation of
his or her intention to present a proposal at an annual meeting in compliance
with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act
and such Stockholder's proposal has been included in a proxy statement that has
been prepared by the Corporation to solicit proxies for such annual meeting.

          (d)  Except as applicable law otherwise provides, the chairman of any
annual meeting of Stockholders will have the power and duty to determine whether
proposals by Stockholders of any Other Business to be brought before that
meeting have been made in accordance with the procedures this Section 1.11 sets
forth (including whether the Stockholder or beneficial owner, if any, on whose
behalf the proposal is made solicited (or is part of a group which solicited) or
did not so solicit, as the case may be, proxies in support of such Stockholder's
proposal in
<PAGE>

compliance with such Stockholder's representation as required by clause
(c)(ii)(E) of this Section 1.11) and, if that chairman determines that any such
proposal has not been made in compliance with these procedures, to declare to
that meeting that such proposal is defective and will be disregarded.

          (e)  At any special meeting the Corporation holds pursuant to Section
1.2, the Stockholders will transact only such business as (i) the notice given
of that meeting pursuant to Section 1.3 sets forth and (ii) constitutes matters
incident to the conduct of that meeting as the chairman of that meeting
determines to be appropriate.

          (f)  Notwithstanding the foregoing provisions of this Section 1.11, a
Stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters this
Section 1.11 sets forth.

          Section 1.12  No Action By Consent of Stockholders. Unless the
Certificate of Incorporation otherwise provides, all actions of the Stockholders
must be taken at an annual or special meeting of the Stockholders, and no
Stockholder action may be taken without a meeting, without prior notice and
without a vote."
<PAGE>

--------------------------------------------------------------------------------


                          SECOND AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              U.S. CONCRETE, INC.


                        EFFECTIVE AS OF AUGUST 17, 2000

--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                         Page No.
                                                                                                         -------
<S>                                                                                                      <C>
ARTICLE I
  STOCKHOLDERS.........................................................................................     1
  Section 1.1 Annual Meetings..........................................................................     1
  Section 1.2 Special Meetings.........................................................................     1
  Section 1.3 Notice of Meetings.......................................................................     1
  Section 1.4 Adjournments.............................................................................     2
  Section 1.5 Quorum...................................................................................     2
  Section 1.6 Organization.............................................................................     2
  Section 1.7 Voting; Proxies..........................................................................     2
  Section 1.8 Fixing Date for Determination of Stockholders of Record..................................     4
  Section 1.9 List of Stockholders Entitled To Vote....................................................     5
  Section 1.10 Election of Directors...................................................................     5
  Section 1.11 Other Stockholder Business..............................................................     7
  Section 1.12 Action By Consent of Stockholders.......................................................     9
  Section 1.13 Conduct of Meetings.....................................................................     9

ARTICLE II
  BOARD OF DIRECTORS....................................................................................   10
  Section 2.1 Regular Meetings.........................................................................    10
  Section 2.2 Special Meetings.........................................................................    10
  Section 2.3 Telephonic Meetings......................................................................    10
  Section 2.4 Organization.............................................................................    10
  Section 2.5 Order of Business........................................................................    10
  Section 2.6 Notice of Meetings.......................................................................    10
  Section 2.7 Quorum; Vote Required for Action.........................................................    11
  Section 2.8 Informal Action by Directors.............................................................    11

ARTICLE III
  BOARD COMMITTEES.....................................................................................    11
  Section 3.1 Board Committees.........................................................................    11
  Section 3.2 Board Committee Rules....................................................................    12

ARTICLE IV
  OFFICERS.............................................................................................    12
  Section 4.1 Designation..............................................................................    12
  Section 4.2 CEO......................................................................................    12
  Section 4.3 Powers and Duties of Other Officers......................................................    12
  Section 4.4 Term of Office, etc......................................................................    13
</TABLE>
                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                     <C>
ARTICLE V
  CAPITAL STOCK........................................................................................   13
  Section 5.1   Certificates...........................................................................   13
  Section 5.2   Transfer of Shares.....................................................................   13
  Section 5.3   Ownership of Shares....................................................................   13
  Section 5.4   Regulations Regarding Certificates.....................................................   13
  Section 5.5   Lost or Destroyed Certificates.........................................................   14

ARTICLE VI
  INDEMNIFICATION......................................................................................   14
  Section 6.1   Right to Indemnification...............................................................   14
  Section 6.2   Prepayment of Expenses.................................................................   14
  Section 6.3   Claims.................................................................................   14
  Section 6.4   Nonexclusivity of Rights...............................................................   15
  Section 6.5   Other Sources..........................................................................   15
  Section 6.6   Amendment or Repeal....................................................................   15
  Section 6.7   Other Indemnification and Prepayment of Expenses.......................................   15

ARTICLE VII
  MISCELLANEOUS........................................................................................   15
  Section 7.1   Fiscal Year............................................................................   15
  Section 7.2   Seal...................................................................................   15
  Section 7.3   Interested Directors; Quorum...........................................................   15
  Section 7.4   Form of Records........................................................................   16
  Section 7.5   Bylaw Amendments.......................................................................   16
  Section 7.6   Notices; Waiver of Notice..............................................................   16
  Section 7.7   Resignations...........................................................................   17
  Section 7.8   Reliance on Books, Reports and Records.................................................   17
  Section 7.9   Certain Definitional Provisions........................................................   17
  Section 7.10  Captions...............................................................................   17
</TABLE>
                                     -ii-
<PAGE>

                          SECOND AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                              U.S. CONCRETE, INC.

    The Board of Directors of U.S. Concrete, Inc. (the "Corporation") by
resolution has duly adopted these Bylaws to govern the Corporation's internal
affairs.

                                   ARTICLE I
                                  STOCKHOLDERS

    Section 1.1  Annual Meetings. If required by applicable law, the Corporation
will hold an annual meeting of the holders of its capital stock (each, a
"Stockholder") for the election of directors of the Corporation (each, a
"Director") at such date, time and place as the Board of Directors of the
Corporation (the "Board") by resolution may designate from time to time. The
Corporation may transact any other business at an annual meeting which has
properly come before that meeting in accordance with Section 1.11.

    Section 1.2  Special Meetings. Any of the following may call special
meetings of Stockholders for any purpose or purposes at any time and designate
the date, time and place of any such meeting: (i) the Board pursuant to a
resolution that a majority of the total number of Directors the Corporation
would have if there were no vacancies (the "Whole Board") has duly adopted; (ii)
any committee of the Board (each, a "Board Committee") the Board has duly
designated and empowered to call special meetings; and (iii) the chairman of the
Board (the "Chairman"). Except as the certificate of incorporation of the
Corporation (as amended from time to time and including each certificate of
designation, if any, respecting any class or series of preferred stock of the
Corporation which has been executed, acknowledged and filed in accordance with
applicable law, the "Certificate of Incorporation") or applicable law otherwise
provides, no other Person or Persons may call a special meeting of Stockholders.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.

    Section 1.3  Notice of Meetings. By or at the direction of the Chairman or
the secretary of the Corporation (the "Secretary") whenever Stockholders are to
take any action at a meeting, the Corporation will give a notice of that meeting
to the Stockholders entitled to vote at that meeting which states the place, if
any, date, the means of remote communications, if any, by which stockholders and
proxy holders may be deemed to be present in person and vote at the meeting, and
hour of that meeting and, in the case of a special meeting, the purpose or
purposes for which that meeting is called. Unless the Certificate of
Incorporation, these Bylaws or applicable law otherwise

                                      -1-
<PAGE>

provides, the Corporation will give the notice of any meeting of Stockholders
not less than 10 nor more than 60 days before the date of that meeting. If
mailed to any Stockholder, any such notice will be deemed given (whether or not
delivered) when deposited in the United States mail, postage prepaid, directed
to that Stockholder at his address as it appears in the stock records of the
Corporation. Section 1.4 Adjournments. Any meeting of Stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business it
might have transacted at the original meeting. If the adjournment is for more
than 30 days, or if after the adjournment the Board fixes a new record date for
the adjourned meeting, the Corporation will give, in accordance with Section
1.3, notice of the adjourned meeting to each Stockholder of record and entitled
to vote at the adjourned meeting.

    Section 1.5  Quorum. Except as the Certificate of Incorporation, these
Bylaws or applicable law otherwise provides: (i) at each meeting of Stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes the holders of all outstanding shares of stock entitled to
vote at the meeting could cast will be necessary and sufficient to constitute a
quorum; and (ii) the holders of stock so present and entitled to vote at any
duly convened meeting at which the necessary quorum has been ascertained may
continue to transact business until that meeting adjourns notwithstanding any
withdrawal from that meeting of shares of stock counted in determining the
existence of that quorum. In the absence of a quorum, the chairman of the
meeting or the Stockholders so present may, by majority vote, adjourn the
meeting from time to time in the manner Section 1.4 provides until a quorum
attends. Shares of its own stock belonging to the Corporation or to another
corporation, limited liability company, partnership or other entity (each, an
"Entity"), if the Corporation, directly or indirectly, holds a majority of the
shares entitled to vote in the election of directors (or the equivalent) of that
other Entity, will be neither entitled to vote nor counted for quorum purposes;
provided, however, that the foregoing will not limit the right of the
Corporation to vote stock, including but not limited to its own stock, it holds
in a fiduciary capacity.

    Section 1.6  Organization. The Chairman will chair and preside over any
meeting of Stockholders at which he is present. The Board will designate the
chairman and presiding officer over any meeting of Stockholders from which the
Chairman is absent. In the absence of such designation by the Board, the
chairman of the meeting will be chosen at the meeting. The Secretary will act as
secretary of meetings of Stockholders, but in his absence from any such meeting
the chairman of that meeting may appoint any person to act as secretary of that
meeting. The chairman of any meeting of Stockholders will announce at that
meeting the date and time of the opening and the closing of the polls for each
matter on which the Stockholders will vote at that meeting.

    Section 1.7  Voting; Proxies. (a) Except as the Certificate of Incorporation
otherwise provides, each Stockholder entitled to vote at any meeting of
Stockholders will be entitled to one vote for each share of capital stock of the
Corporation he holds which has voting power on

                                      -2-
<PAGE>

the matter in question. Each Stockholder entitled to vote at a meeting of
Stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
Stockholder by proxy, but no proxy will be voted or acted on after three years
from its date, unless that proxy provides for a longer period. A proxy will be
irrevocable if it states that it is irrevocable and if, and only so long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
Stockholder may revoke any proxy which is not irrevocable by attending that
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary. Proxies for use at any meeting of Stockholders must be
filed, before or at the time of that meeting, with the Secretary or such other
person as the Board by resolution may designate from time to time.

    (b)  The secretary of any meeting of Stockholders will take charge of and
canvass all ballots delivered at that meeting and will decide all questions
relating to the qualification of voters, the validity of proxies and the
acceptance or rejection of votes at that meeting, unless the chairman has
appointed an inspector or inspectors to decide those questions. Voting at
meetings of Stockholders: (i) need not be by written ballot unless the Board, in
its discretion, by resolution so requires or, in the case of any such meeting,
the chairman of that meeting, in his discretion, so requires; and (ii) unless
applicable law otherwise requires, need not be conducted by inspectors of
election unless so determined by the holders of shares of stock having a
majority of the votes the holders of all outstanding shares of stock entitled to
vote thereon which are present in person or by proxy at that meeting could cast.

    (c)  The Corporation may, and shall if required by law, in advance of any
meeting of Stockholders, appoint one or more inspectors of election, who may be
employees of the Corporation, to act at the meeting or any adjournment thereof
and to make a written report thereof. The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. In
the event that no inspector so appointed or designated is able to act at a
meeting of Stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock of the
Corporation outstanding and the voting power of each such share, (ii) determine
the shares of capital stock of the Corporation represented at the 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 of capital stock of the Corporation
represented at the meeting and such inspectors' count of all votes and ballots.
Such certification and report shall specify such other information as may be
required by law. In determining the validity and counting of proxies and ballots
cast at any meeting of Stockholders of the Corporation, the inspectors may
consider such information as is permitted by applicable law. No person who is a
candidate for an office at an election may serve as an inspector at such
election.

                                      -3-
<PAGE>

    (d)  At all meetings of Stockholders at which a quorum is present for the
election of Directors, a plurality of the votes cast by the holders of
outstanding shares of stock of the Corporation entitled to vote in the election
of Directors will be sufficient to elect, except as the Certificate of
Incorporation may otherwise provide. In the case of any question to which the
stockholder approval policy of any national securities exchange or quotation
system on which capital stock of the Corporation is traded or quoted on the
Corporation's application, the requirements under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any provision of the Internal Revenue
Code of 1986, as amended, or the rules and regulations thereunder (the "Code")
applies, in each case for which question the Certificate of Incorporation, these
Bylaws or the General Corporation Law of the State of Delaware, as amended (the
"DGCL"), does not specify a higher voting requirement, that question will be
decided by the requisite vote that stockholder approval policy, Exchange Act
requirement or Code provision, as the case may be, specifies (or the highest
requisite vote if more than one applies). A majority of the votes cast on the
question whether to approve the appointment of independent public accountants
(if that question is submitted for a vote of Stockholders) will be sufficient to
approve. All other elections and questions which have properly come before any
meeting will, unless the Certificate of Incorporation, these Bylaws or
applicable law otherwise provides, be decided by the vote of the holders of
shares of stock of the Corporation present in person or by proxy at that meeting
and having a majority of the votes entitled to vote thereon.

    Section 1.8  Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the Stockholders entitled to notice of
or to vote at any meeting of Stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board by
resolution may fix a record date, which record date: (i) must not precede the
date on which the Board adopts that resolution; (ii) in the case of a
determination of Stockholders entitled to vote at any meeting of Stockholders or
adjournment thereof, will, unless applicable law otherwise requires, not be more
than 60 nor less than 10 days before the date of that meeting; (iii) in the case
of a determination of Stockholders entitled to express consent to corporate
action in writing without a meeting, will not be more than 10 days from the date
on which the Board adopts the resolution fixing the record date; and (iv) in the
case of any other action, will not be more than 60 days prior to that other
action. If the Board does not fix a record date: (i) the record date for
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders will 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 entitled to express consent to corporate
action in writing without a meeting will be (A) if applicable law does not
require a prior action by the Board, the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with applicable law; and (B) if applicable law
requires prior action by the Board, at the close of business on the day on which
the Board adopts the resolution taking that prior action; and (iii) the record
date for determining Stockholders for any other purpose will be at the close of
business on

                                      -4-
<PAGE>

the day on which the Board adopts the resolution relating thereto. A
determination of Stockholders of record entitled to notice of or to vote at a
meeting of Stockholders will apply to any adjournment of that meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

    Section 1.9    List of Stockholders Entitled To Vote. The Secretary will
prepare and make, at least 10 days before each meeting of Stockholders, a list
of the Stockholders entitled to vote at that meeting which complies with the
requirements of Section 219 of the DGCL as in effect at that time.

    Section 1.1    Election of Directors. (a) Subject to such rights of the
holders of any class or series of the Corporation's capital stock as the
Certificate of Incorporation may prescribe, only persons who are nominated in
accordance with the procedures this Section 1.10 sets forth will be eligible for
election by Stockholders as Directors. Nominations of persons for election to
the Board may be made at any meeting of Stockholders at which Directors are to
be elected: (i) by or at the direction of the Board or any Board Committee the
Board has duly designated and empowered to nominate persons for election as
Directors; or (ii) by any Stockholder who (A) is a Stockholder of record at the
time that Stockholder gives the notice this Section 1.10 specifies below, (B)
will be entitled to vote at that meeting in the election of the Director for
which that Stockholder is making the nomination and (C) complies with this
Section 1.10.

    (b)  For a Stockholder to bring any nomination of a person for election as a
Director properly before any meeting of Stockholders held after the date the
first registration of any class or series of the Corporation's capital stock
becomes effective under the Exchange Act (that date being the "Exchange Act
Effective Date"), that Stockholder must have given timely notice of that
nomination (a "Nomination Notice") in proper written form to the Secretary.  To
be timely, a Stockholder's Nomination Notice must be delivered to the Secretary,
or mailed and received by the Secretary, at the principal executive offices of
the Corporation:  (i) if it relates to an election at any annual meeting of
Stockholders, not later than the close of business on the 90th day and not
earlier than the 120th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that (i) with respect to the first
annual meeting to be held after the Exchange Act Effective Date or in the event
that the date of the pending annual meeting is more than 30 days before or more
than 60 days after that anniversary date, that it will be timely if it is so
delivered not later than the last to occur of the close of business on (A) the
90th day prior to the pending annual meeting or (B) the 10th day following the
day on which the Corporation first makes a public announcement of the date of
the pending annual meeting; and (ii) if it relates to any special meeting of
Stockholders, provided that the Board of Directors has determined that directors
shall be elected at such meeting, not earlier than 120 days prior to that
special meeting and not later than the last to occur of the close of business on
(A) the 90th day prior to that special meeting or (B) the 10th day following the
day on which the Corporation first makes a public announcement of the date of
that special meeting.  The public disclosure of an adjournment of any annual or
special meeting will not in any event commence a new time period for the giving
of any Nomination Notice.

                                      -5-
<PAGE>

    (c)  To be in proper written form, any Nomination Notice of a Stockholder
must: (i) set forth (A) as to each person whom that Stockholder proposes to
nominate for election as a Director, (1) the name, age and business address of
that person, (2) the principal occupation or employment of that person, (3) the
class or series and number of shares of capital stock of the Corporation which
that person owns beneficially or of record and (4) all other information, if
any, relating to that person which Section 14 of the Exchange Act and the rules
and regulations thereunder would require the Corporation or that Stockholder to
disclose in a proxy statement or any other filing in connection with
solicitations of proxies for an election of directors and (B) as to that
Stockholder and the beneficial owner, if any, of capital stock of the
Corporation on whose behalf the nomination is being made, (1) the name and
address of that Stockholder as they appear in the stock records of the
Corporation and the name and address of that beneficial owner, (2) the class or
series and the number of shares of capital stock of the Corporation which that
Stockholder and that beneficial owner each owns beneficially or of record, (3) a
description of all arrangements and understandings between that Stockholder or
that beneficial owner and each proposed nominee of that Stockholder and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by that Stockholder, (4) a representation by that
Stockholder that he intends to appear in person or by proxy at that meeting to
nominate the person(s) named in that Nomination Notice, (5) a representation
whether the Stockholder or the beneficial owner, if any, intends or is part of a
group which intends (a) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation's outstanding capital
stock required to elect the nominee and/or (b) to otherwise solicit proxies from
Stockholders in support of such nomination, and (6) all other information, if
any, relating to that Stockholder and that beneficial owner which Section 14 of
the Exchange Act and the rules and regulations thereunder would require the
Corporation or that Stockholder to disclose in a proxy statement or any other
filing in connection with solicitations of proxies for an election of directors;
and (ii) be accompanied by a written consent of each person that Stockholder
proposes to nominate for election as a Director to be named as such a nominee
and to serve as a Director if elected. The Corporation may require any proposed
nominee to furnish such other information as it may reasonably require to
determine the eligibility of such proposed nominee to serve as a Director of the
Corporation.

    (d)  Except as the Certificate of Incorporation, these Bylaws or applicable
law otherwise provides, the chairman of any meeting of Stockholders at which
Directors are to be elected will have the power and duty to determine whether
nominations of persons for election as Directors have been made in accordance
with the procedures this Section 1.10 sets forth (including whether the
Stockholder or beneficial owner, if any, on whose behalf the nomination is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such Stockholder's nominee in compliance with
such Stockholder's representation as required by clause (c)(i)(B)(5) of this
Section 1.10) and, if that chairman determines that any such nomination has not
been made in compliance with these procedures, to declare to that meeting that
such nomination is defective and will be disregarded. Notwithstanding the
foregoing provisions of this Section 1.10, if the Stockholder (or a qualified
representative of the Stockholder) does not appear at the annual or special
meeting of Stockholders of the Corporation to present a nomination, such
nomination shall

                                      -6-
<PAGE>

be disregarded, notwithstanding that proxies in respect of such vote may have
been received by the Corporation.

    (e)  Notwithstanding anything in Section 1.10(b) to the contrary, if the
number of Directors to be elected at an annual meeting of Stockholders held
after the Exchange Act Effective Date is increased and the Corporation has not
made a public announcement (i) at least 90 days prior to the date of that
meeting, in the case of the first annual meeting of Stockholders held after the
Exchange Act Effective Date, or (ii) at least 100 days prior to the first
anniversary of the preceding year's annual meeting, in the case of any other
annual meeting of Stockholders held after the Exchange Act Effective Date, which
announcement (A) names all the nominees for Director of the Board or any duly
designated and empowered Board Committee or (B) specifies the size of the
increased Board, a Stockholder's Nomination Notice will be timely, but only with
respect to nominees for any new positions that increase creates, if that
Nomination Notice is delivered to the Secretary, or mailed and received by the
Secretary at, the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which the Corporation
first makes that public announcement.

    (f)  For purposes of Section 1.11 and this Section 1.10, "public
announcement" means disclosure in a press release the Dow Jones News Service,
Associated Press or any comparable national news service in the United States
reports or in a document the Corporation publicly files with the Securities and
Exchange Commission (the "SEC") pursuant to the Exchange Act; provided, however,
that prior to the Exchange Act Effective Date, a written notice the Corporation
mails, postage prepaid, to Stockholders of record at their addresses as they
appear in the stock records of the Corporation will be a "public announcement"
three days after the date of that mailing.

    (g)  Notwithstanding the foregoing provisions of this Section 1.10, a
Stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters this
Section 1.10 sets forth.

    Section 1.1 Other Stockholder Business. (a) At any annual meeting the
Corporation holds pursuant to Section 1.1, the Stockholders will transact only
such business, in addition to the election of Directors, as has been properly
brought before that meeting. Except as the Certificate of Incorporation
otherwise provides, to be brought properly before any annual meeting, business
other than the election of Directors ("Other Business") must be (i) business the
notice of that meeting (or any supplement thereto) given by or at the direction
of the Board specifies, (ii) business otherwise properly brought before that
meeting by or at the direction of the Board and (iii) business (A) properly
brought before that meeting by a Stockholder who (1) is a Stockholder of record
at the time that Stockholder gives the notice this Section 1.11 specifies below,
(2) will be entitled to vote on that business at that meeting and (3) complies
with this Section 1.11, (B) that is a proper subject for Stockholder action and
(C) is properly introduced at that meeting.

                                      -7-
<PAGE>

    (b)  For a Stockholder to bring any Other Business properly before any
annual meeting of Stockholders held after the Exchange Act Effective Date, that
Stockholder must have given timely notice thereof (a "Business Notice") in
proper written form to the Secretary. To be timely, a Stockholder's Business
Notice must be delivered to the Secretary, or mailed and received by the
Secretary at, the principal executive offices of the Corporation not later than
the close of business on the 90th day and not earlier than the 120th day prior
to the first anniversary of the preceding year's annual meeting; provided,
however, that with respect to the first annual meeting to be held after the
Exchange Act Effective Date or in the event that the date of the pending annual
meeting is more than 30 days before or more than 60 days after that anniversary
date, that Business Notice will be timely if it is so delivered not later than
the last to occur of the close of business on (A) the 90th day prior to that
pending annual meeting or (B) the 10th day following the day on which the
Corporation first makes a public announcement of the date of the pending
meeting. The public disclosure of an adjournment of any annual meeting will not
in any event commence a new time period for the giving of any Business Notice.

    (c)  To be in proper written form, any Business Notice of a Stockholder must
set forth:  (i) as to each matter of Other Business that Stockholder proposes to
bring before an annual meeting, (A) a brief description of that Other Business,
(B) the text of the proposal or business (including the text of any resolutions
proposed for consideration and in the event that such business includes a
proposal to amend the Bylaws of the Corporation, the language of the proposed
amendment), (C) the reasons for conducting that Other Business at an annual
meeting and (D) each material interest in that Other Business of that
Stockholder and the beneficial owner, if any, of capital stock of the
Corporation on whose behalf that proposal is being made; and (ii) as to that
Stockholder and each such beneficial owner, (A) the name and address of that
Stockholder as they appear on the Corporation's books and the name and address
of that beneficial owner, (B) the class or series and the number of shares of
capital stock of the Corporation which that Stockholder and that beneficial
owner each owns beneficially or of record, (C) a description of all arrangements
and understandings between that Stockholder or that beneficial owner and any
other person or persons (including their names) in connection with that Other
Business, (D) a representation by that Stockholder that he intends to appear in
person or by proxy at that meeting to bring that Other Business before that
meeting , and (E) a representation whether the Stockholder or the beneficial
owner, if any, intends or is part of a group which intends (a) to deliver a
proxy statement and/or form of proxy to holders of at least the percentage of
the Corporation's outstanding capital stock required to approve or adopt the
proposal and/or (b) otherwise to solicit proxies from Stockholders in support of
such proposal.  The foregoing notice requirements shall be deemed satisfied by a
Stockholder if the Stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
Stockholder's proposal has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such annual meeting.

    (d)  Except as applicable law otherwise provides, the chairman of any annual
meeting of Stockholders will have the power and duty to determine whether
proposals by Stockholders of any Other Business to be brought before that
meeting have been made in accordance

                                      -8-
<PAGE>

with the procedures this Section 1.11 sets forth (including whether the
Stockholder or beneficial owner, if any, on whose behalf the proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such Stockholder's proposal in compliance
with such Stockholder's representation as required by clause (c)(ii)(E) of this
Section 1.11) and, if that chairman determines that any such proposal has not
been made in compliance with these procedures, to declare to that meeting that
such proposal is defective and will be disregarded.

    (e)  At any special meeting the Corporation holds pursuant to Section 1.2,
the Stockholders will transact only such business as (i) the notice given of
that meeting pursuant to Section 1.3 sets forth and (ii) constitutes matters
incident to the conduct of that meeting as the chairman of that meeting
determines to be appropriate.

    (f)  Notwithstanding the foregoing provisions of this Section 1.11, after
the Exchange Act Effective Date, a Stockholder also must comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters this Section 1.11 sets forth.

    Section 1.12  Action By Consent of Stockholders. Unless the Certificate of
Incorporation otherwise provides, Stockholders may, prior to the Exchange Act
Effective Date but not thereafter, without a meeting, prior notice or a vote,
take any action they must or may take at any annual or special meeting, if the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take that action at a meeting at which
all shares entitled to vote thereon were present consent to that action which
sets forth that action and cause the delivery of that consent in accordance with
applicable law to the Corporation (i) at its registered office in the State of
Delaware or its principal place of business or (ii) to an officer or agent of
the corporation having custody of the books in which the Corporation records
minutes of proceedings or other actions of Stockholders. Stockholders may
execute any consent pursuant to this Section 1.12 in counterparts, all of which
together will constitute a single consent. The Corporation will give prompt
notice of the taking pursuant to this Section 1.12 of any action without a
meeting by less than unanimous consent, to the extent required by law, to those
Stockholders who have not consented to that action and who, if the action had
been taken at a meeting, would have been entitled to notice of the meeting if
the record date for such meeting had been the date that written consents signed
by a sufficient number of holders to take the action were delivered to the
Corporation.

    Section 1.13  Conduct of Meetings. The Board may adopt by resolution such
rules and regulations for the conduct of meetings of Stockholders as it deems
appropriate. Except to the extent inconsistent with those rules and regulations,
if any, the chairman of any meeting of Stockholders will have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of that chairman, are appropriate for the proper
conduct of that meeting. Those rules, regulations or procedures whether adopted
by the Board or prescribed by the chairman of the meeting may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the

                                      -9-
<PAGE>

meeting to Stockholders of record, their duly authorized and constituted proxies
or such other persons as the chairman of the meeting may determine; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Except to the extent the Board or the chairman of any meeting
otherwise prescribes, no rules or parliamentary procedure will govern any
meeting of Stockholders.

                                  ARTICLE II

                              BOARD OF DIRECTORS

    Section 2.1  Regular Meetings. The Board will hold its regular meetings at
such places, on such dates and at such times as the Board by resolution may
determine from time to time, and any such resolution will constitute due notice
to all Directors of the regular meeting or meetings to which it relates. By
notice pursuant to Section 2.6, the Chairman or a majority of the Board may
change the place, date or time of any regular meeting of the Board.

    Section 2.2  Special Meetings. The Board will hold a special meeting at any
place or time whenever the Chairman or a majority of the Board by resolution
calls that meeting by notice pursuant to Section 2.6.

    Section 2.3  Telephonic Meetings. Members of the Board may hold and
participate in any Board meeting by means of conference telephone or other
communications equipment that permits all persons participating in the meeting
to hear each other, and participation of any Director in a meeting pursuant to
this Section 2.3 will constitute the presence in person of that Director at that
meeting for purposes of these Bylaws, except in the case of a Director who so
participates only for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been called or convened in accordance with applicable law or these Bylaws.

    Section 2.4  Organization. The Chairman will chair and preside over meetings
of the Board at which he is present. A majority of the Directors present at any
meeting of the Board from which the Chairman is absent will designate one of
their number as chairman and presiding officer over that meeting. The Secretary
will act as secretary of meetings of the Board, but in his absence from any such
meeting the chairman of that meeting may appoint any person to act as secretary
of that meeting.

    Section 2.5  Order of Business. The Board will transact business at its
meetings in such order as the Chairman or the Board by resolution will
determine.

    Section 2.6  Notice of Meetings. To call a special meeting of the Board, the
Chairman or a majority of the Board must give a timely notice to each Director
of the time and place of, and the general nature of the business the Board will
transact at, all special meetings of the Board. To change the time or place of
any regular meeting of the Board, the Chairman or a majority of the

                                      -10-
<PAGE>

Board must give a timely notice to each Director of that change. To be timely,
any notice this Section 2.6 requires must be delivered to each Director
personally or by mail, telegraph, telecopier or other communication at least one
day before the meeting to which it relates; provided, however, that notice of
any meeting of the Board need not be given to any Director who waives the
requirement of that notice (whether after that meeting or otherwise) or is
present at that meeting.

    Section 2.7  Quorum; Vote Required for Action. At all meetings of the Board,
the presence in person of a majority of the total number of Directors then in
office will constitute a quorum for the transaction of business, and the
participation by a Director in any meeting of the Board will constitute that
Director's presence in person at that meeting unless that Director expressly
limits that participation to objecting, at the beginning of the meeting, to the
transaction of any business at that meeting on the ground that the meeting has
not been called or convened in accordance with applicable law or these Bylaws.
Except in cases in which the Certificate of Incorporation or these Bylaws
otherwise provide, the vote of a majority of the Directors present at a meeting
at which a quorum is present will be the act of the Board.

    Section 2.8  Informal Action by Directors. Unless the Certificate of
Incorporation or these Bylaws otherwise provides, the Board may, without a
meeting, prior notice or a vote, take any action it must or may take at any
meeting, if all members of the Board consent thereto in writing or electronic
transmission, and the written consents or electronic transmissions are filed
with the minutes of proceedings of the Board the Secretary will keep.

                                  ARTICLE III

                               BOARD COMMITTEES

    Section 3.1  Board Committees. (a) The Board may designate one or more Board
Committees consisting of one or more of the Directors. The Board may designate
one or more Directors as alternate members of any Board Committee, who may
replace any absent or disqualified member at any meeting of that committee. The
member or members present at any meeting of any Board Committee and not
disqualified from voting at that meeting may, whether or not constituting a
quorum, unanimously appoint another Director to act at that meeting in any place
of any member of that committee who is absent from or disqualified to vote at
that meeting.

    (b)  The Board by resolution may change the membership of any Board
Committee at any time and fill vacancies on any of those committees. A majority
of the members of any Board Committee will constitute a quorum for the
transaction of business by that committee unless the Board by resolution
requires a greater number for that purpose. The Board by resolution may elect a
chairman of any Board Committee. The election or appointment of any Director to
a Board Committee will not create any contract rights of that Director, and the
Board's removal of any member of any Board Committee will not prejudice any
contract rights that member otherwise may have.

                                      -11-
<PAGE>

    (c)  Pursuant to Section 3.1(a), the Board may designate an executive
committee (the "Executive Committee") to exercise, subject to applicable
provisions of law, all the powers of the Board in the management of the business
and affairs of the Corporation when the Board is not in session, including the
powers to (i) declare dividends and (ii) authorize the issuance by the
Corporation of any class or series of its capital stock. The Executive Committee
will include the Chairman among its members.

    (d)  Each other Board Committee the Board may designate pursuant to Section
3.1(a) will, subject to applicable provisions of law, have and may exercise all
the powers and authorities of the Board to the extent the Board resolution
designating that committee so provides.

    Section 3.2  Board Committee Rules. Unless the Board otherwise provides,
each Board Committee may make, alter and repeal rules for the conduct of its
business. In the absence of those rules, each Board Committee will conduct its
business in the same manner as the Board conducts its business pursuant to
Article II.

                                  ARTICLE IV

                                   OFFICERS

    Section 4.1  Designation. The officers of the Corporation will consist of a
chief executive officer ("CEO"), chief financial officer, chief operating
officer, chief accounting officer, president, secretary, treasurer and such
senior or other vice presidents, assistant secretaries, assistant treasurers and
other officers as the Board or the CEO may elect or appoint from time to time.
Any person may hold any number of offices of the Corporation.

    Section 4.2  CEO. The CEO will, subject to the control of the Board: (i)
have general supervision and control of the affairs, business, operations and
properties of the Corporation; (ii) see that all orders and resolutions of the
Board are carried into effect; (iii) have the power to appoint and remove all
subordinate officers, employees and agents of the Corporation, except for those
the Board elects or appoints; and (iv) sign and execute, under the seal of the
Corporation, all contracts, instruments, mortgages and other documents
(collectively, "documents") of the Corporation which require that seal, except
as applicable law otherwise requires or permits any document to be signed and
executed and except as these Bylaws, the Board or the CEO authorize other
officers of the Corporation to sign and execute documents. The CEO also will
perform such other duties and may exercise such other powers as generally
pertain to his office or these Bylaws or the Board by resolution assigns to him
from time to time.

    Section 4.3  Powers and Duties of Other Officers. The other officers of the
Corporation will have such powers and duties in the management of the
Corporation as the Board by resolution may prescribe and, except to the extent
so prescribed, as generally pertain to their respective offices, subject to the
control of the Board. The Board may require any officer, agent or employee to
give security for the faithful performance of his duties.

                                      -12-
<PAGE>

    Section 4.4  Term of Office, etc. Each officer will hold office until the
first meeting of the Board after the annual meeting of Stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier resignation or removal. No officer of the Corporation will
have any contractual right against the Corporation for compensation by reason of
his election or appointment as an officer of the Corporation beyond the date of
his service as such, except as a written employment or other contract otherwise
may provide. The Board may remove any officer with or without cause at any time,
but any such removal will not prejudice the contractual rights of that officer,
if any, against the Corporation. The Board by resolution may fill any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise for the unexpired portion of the term of that office at any time.

                                   ARTICLE V

                                 CAPITAL STOCK

    Section 5.1  Certificates. Shares of capital stock of the Corporation will
be evidenced by certificates in such form or forms as the Board by resolution
may approve from time to time or, if and to the extent the Board so authorizes
by resolution, may be uncertificated. The Chairman, the president or any vice
president of the Corporation and the Secretary or any assistant secretary of the
Corporation may sign certificates evidencing certificated shares. Any of or all
the signatures and the Corporation's seal on each such certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before the Corporation issues
that certificate, the Corporation may issue that certificate with the same
effect as if he were such officer, transfer agent or registrar at the date of
that issue.

    Section 5.2  Transfer of Shares. The Corporation may act as its own transfer
agent and registrar for shares of its capital stock or use the services of such
one or more transfer agents and registrars as the Board by resolution may
appoint from time to time. Shares of the Corporation's capital stock will be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives on
surrender and cancellation of certificates for a like number of shares.

    Section 5.3  Ownership of Shares. The Corporation will be entitled to treat
the holder of record of any share or shares of its capital stock as the holder
in fact thereof and, accordingly, will 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 has express or other notice thereof, except as the
applicable laws of the State of Delaware otherwise provide.

    Section 5.4  Regulations Regarding Certificates. The Board will have the
power and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer and registration or the replacement of
certificates for shares of capital stock of the Corporation.

                                      -13-
<PAGE>

    Section 5.5  Lost or Destroyed Certificates. The Board may determine the
conditions on which a new certificate of stock may be issued in place of a
certificate alleged to have been lost, stolen or destroyed and may, in its
discretion, require the owner of the allegedly lost, stolen or destroyed
certificate or his legal representative to give bond, with sufficient surety, to
indemnify the Corporation and each transfer agent and registrar against any and
all losses or claims that may arise by reason of the issue of a new certificate
in the place of the one allegedly so lost, stolen or destroyed.

                                  ARTICLE VI

                                INDEMNIFICATION

    Section 6.1  Right to Indemnification. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "Covered Person") who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a Director or officer of the
Corporation or, while a Director or officer of the Corporation, is or was
serving at the request of the Corporation as a Director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the
preceding sentence, except as otherwise provided in Section 6.3, the Corporation
shall be required to indemnify a Covered Person in connection with a proceeding
(or part thereof) commenced by such Covered Person only if the commencement of
such proceeding (or part thereof) by the Covered Person was authorized by the
Board of Directors of the Corporation.

    Section 6.2  Prepayment of Expenses. The Corporation shall pay the expenses
(including attorneys' fees) incurred by a Covered Person in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an under taking
by the Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under this
Article VI or otherwise.

    Section 6.3  Claims. If a claim for indemnification or advancement of
expenses under this Article VI is not paid in full within thirty days after a
written claim therefor by the Covered Person has been received by the
Corporation, the Covered Person may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the Corporation shall
have the burden of proving that the Covered Person is not entitled to the
requested indemnification or advancement of expenses under applicable law.

                                      -14-
<PAGE>

    Section 6.4   Nonexclusivity of Rights.  The rights conferred on any Covered
Person by this Article VI shall not be exclusive of any other rights which such
Covered Person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these Bylaws, agreement, vote of Stockholders or
disinterested Directors or otherwise.

    Section 6.5   Other Sources. The Corporation's obligation, if any, to
indemnify or to advance expenses to any Covered Person who was or is serving at
its request as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Covered Person may collect as indemnification or
advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or non-profit enterprise.

    Section 6.6   Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any Covered Person in respect of any act or omission
occurring prior to the time of such repeal or modification.

    Section 6.7   Other Indemnification and Prepayment of Expenses. This Article
VI shall not limit the right of the Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than
Covered Persons when and as authorized by appropriate corporate action.

                                  ARTICLE VII

                                 MISCELLANEOUS

    Section 7.1   Fiscal Year. The Board by resolution will determine the fiscal
year of the Corporation.

    Section 7.2   Seal. The corporate seal will have the name of the Corporation
inscribed thereon and will be in such form as the Board by resolution may
approve from time to time.

    Section 7.3   Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and any other Entity in which one or more of its Directors or
officers are directors or officers (or hold equivalent offices or positions), or
have a financial interest, will be void or voidable solely for this reason, or
solely because the Director or officer is present at or participates in the
meeting of the Board or Board Committee which authorizes the contract or
transaction, or solely because his or their votes are counted for that purpose,
if: (i) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the Board
Committee, and the Board or Board Committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or (ii) the material facts as to the Director's or officer's
relationship or interest and as to

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the contract or transaction are disclosed or are known to the Stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of those Stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board, a Board Committee or the Stockholders. Common
or interested Directors may be counted in determining the presence of a quorum
at a meeting of the Board or of a Board Committee which authorizes the contract
or transaction.

    Section 7.4    Form of Records.  Any records the Corporation maintains in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time.

    Section 7.5    Bylaw Amendments. The Board has the power to adopt, amend and
repeal from time to time the Bylaws of the Corporation, subject to the right of
Stockholders entitled to vote with respect thereto to amend or repeal those
Bylaws as adopted or amended by the Board. Bylaws of the Corporation may be
adopted, amended or repealed by the affirmative vote of the holders of at least
66.7% of the combined voting power of the outstanding shares of all classes of
capital stock of the Corporation entitled to vote generally in the election of
Directors, voting together as a single class, at any annual meeting, or at any
special meeting if notice of the proposed amendment is contained in the notice
of that special meeting, or by the Board as specified in the preceding sentence.

    Section 7.6    Notices; Waiver of Notice. Whenever any notice is required to
be given to any Stockholder, Director or member of any Board Committee under the
provisions of the DGCL, the Certificate of Incorporation or these Bylaws, that
notice will be deemed to be sufficient if given (i) by telegraphic, facsimile,
cable or wireless transmission or other lawful means or (ii) by deposit of the
same in the United States mail, with postage paid thereon, addressed to the
person entitled thereto at his address as it appears in the records of the
Corporation, and that notice will be deemed to have been given on the day of
such transmission or mailing, as the case may be.

    Whenever any notice is required to be given to any Stockholder or Director
under the provisions of the DGCL, the Certificate of Incorporation or these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
that notice or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, will be equivalent to
the giving of that notice. Attendance of a person at a meeting will constitute a
waiver of notice of that meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Stockholders, the Board or any Board Committee
need be specified in any written waiver of notice or any waiver by electronic
transmission unless the Certificate of Incorporation or these Bylaws so require.

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    Section 7.7    Resignations. Any Director or officer of the Corporation may
resign at any time. Any such resignation will take effect at the time specified
in that resignation, or, if that resignation does not specify any time, at the
time of its receipt by the Chairman or the Secretary. The acceptance of a
resignation will not be necessary to make it effective, unless that resignation
expressly so provides.

    Section 7.8    Reliance on Books, Reports and Records. Each Director and
each member of any Board Committee designated by the Board will, in the
performance of his duties, be fully protected in relying in good faith on the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board or by any such committee, or in relying in good
faith upon other records of the Corporation.

    Section 7.9    Certain Definitional Provisions. (a) When used in these
Bylaws, the words "herein," "hereof" and "hereunder" and words of similar import
refer to these Bylaws as a whole and not to any provision of these Bylaws, and
the words "Article" and "Section" refer to Articles and Sections of these Bylaws
unless otherwise specified.

    (b)  Whenever the context so requires, the singular number includes the
plural and vice versa, and a reference to one gender includes the other gender
and the neuter.

    (c)  The word "including" (and, with correlative meaning, the word
"include") means including, without limiting the generality of any description
preceding that word, and the words "shall" and "will" are used interchangeably
and have the same meaning.

    Section 7.10   Captions. Captions to Articles and Sections of these Bylaws
are included for convenience of reference only, and these captions do not
constitute a part hereof for any other purpose or in any way affect the meaning
or construction of any provision hereof.

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