<PAGE>


                                                                     EXHIBIT 4.2






                                 PEPSIAMERICAS, INC.


















                                     BY-LAWS

                 (AS AMENDED AND RESTATED ON FEBRUARY 16, 2001)




                                       1
<PAGE>



                               PEPSIAMERICAS, INC.

                              AMENDED AND RESTATED
                                     BY-LAWS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         Section 1. Beginning with the 2000 annual meeting, annual meetings
of stockholders for the election of directors and for the transaction of such
other business as may come before the meeting shall be held on the first
Thursday of May at 10:30 A.M., at Chicago, Illinois, or on such other date or
at such other time or place, whether within or without the State of Delaware,
as shall be designated by the Board of Directors.

         Section 2. At any annual or special meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation who complies with the notice procedures set
forth in this Section 2. 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, in the
case of an annual meeting, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to the stockholders,
notice by the stockholder to be timely must be received not later than the
close of business on the 10th day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure was made.
In the case of a special meeting requested by a stockholder, such stockholder
must provide notice in accordance with the following sentence at the time of
such request. A stockholder's notice to the Secretary shall be set forth as
to each matter the stockholder proposes to bring before the annual or special
meeting, as the case may be, (a) a brief description of the business desired
to be brought before such meeting and the reasons for conducting such
business at such 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. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at an annual or special meeting except in
accordance with the procedures set forth in this Section 2. The chairman of
any annual or special meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this Section 2, 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.

         Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by law or by the Certificate of
Incorporation, may be called by the Chairman and shall be called by him or by
the Secretary at the request of (i) a majority of the


                                       2
<PAGE>

Board of Directors or (ii) any stockholder which, individually or together
with any other entity in which such stockholder has a 20% or greater equity
or other ownership interest, owns 20% or more of the issued and outstanding
securities of the Corporation entitled to vote generally in the election of
directors of the Corporation, provided that such request shall state the
purpose or purposes of the proposed meeting and in the case of a request by a
stockholder, shall also comply with the provisions of Section 2 of this
Article 1. Special meetings may be held at such time and place and for such
purposes as shall be stated in the notice issued by the Chairman or the
Secretary calling the meeting, provided that in the case of a special meeting
requested by a stockholder, such special meeting shall take place not later
than 70 days from the date of receipt of proper notice from such stockholder
requesting the meeting. In the case of a special meeting requested by a
stockholder, the Board of Directors shall fix a record date for stockholders
entitled to vote at the special meeting, which record date shall be not later
than 10 days from receipt of proper notice from such stockholder requesting
the meeting, subject to compliance with the applicable regulations of any
exchange on which the Corporation's securities are listed.

         Section 4. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (a) by
or at the direction of the Board of Directors or (b) by any stockholder of
the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 4.
Nominations by stockholders shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 60 days nor more than 90
days prior to the meeting; provided, however, that in the event that less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made. Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for the election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such stockholder.
At the request of the Board of Directors any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in these By-Laws. The chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures prescribed
in this Section 4, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

         Section 5. Unless waived, written notice of the date, place, and
time of the holding of each annual and special meeting of the stockholders
and, in the case of a special meeting, the


                                       3
<PAGE>

purpose or purposes thereof, shall be given personally or by mail in a
postage prepaid envelope to each stockholder entitled to vote at such
meeting, not less than ten nor more than sixty days before the date of such
meeting, and, if mailed, it shall be directed to such stockholder at his
address as it appears on the records of the Corporation.

         Section 6. The officer who has charge of the stock ledger of the
Corporation shall prepare and make before every meeting of stockholders a
complete list of the stockholders as of the record date entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.

         Section 7. The Board may, in advance of any meeting of stockholders,
appoint one or more inspectors to act at such meeting, or any adjournment
thereof. If the inspectors shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting may, and on the request of
any stockholder entitled to vote thereat shall, appoint inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors shall determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots
or consents, determine the result, and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On request of the
chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall act as inspector of
an election of directors. Inspectors need not be stockholders.

         Section 8. At each meeting of the stockholders the Chairman or, in
his absence or inability to act, the Vice Chairman, or in his absence or
inability to act, the Chief Executive Officer, or in his absence or inability
to act, the President shall act as chairman of the meeting. The Secretary or,
in his absence or inability to act, the Assistant Secretary or any person
appointed by the chairman of the meeting shall act as secretary of the
meeting and keep the minutes thereof. The order of business at all meetings
of the stockholders shall be as determined by the chairman of the meeting.

         Section 9. Except as otherwise provided by law or the Certificate of
Incorporation, at all meetings of the stockholders fifty-one per cent of the
votes of the shares of stock of the Corporation issued and outstanding and
entitled to vote shall be present in person or by proxy to constitute a
quorum for the transaction of any business, provided that (except as
aforesaid) when stockholders are required to vote by class or series,
fifty-one per cent of the votes represented by


                                       4
<PAGE>

the issued and outstanding shares of the appropriate class or series shall be
present in person or by proxy. In the absence of a quorum, the holders of a
majority of the votes of the shares of stock present in person or by proxy
and entitled to vote may adjourn the meeting from time to time. Unless the
Board shall fix after the adjournment a new record date for an adjourned
meeting, notice of such adjourned meeting need not be given, except as
hereinafter provided, if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment is taken. If
the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting.

         Section 10. Except as otherwise provided by law, the Certificate of
Incorporation, or any certificate filed by the Corporation in the State of
Delaware pursuant to Section 151 (or any successor provisions) of the General
Corporation Law of the State of Delaware, each holder of record of shares of
stock of the Corporation having voting power shall be entitled at each
meeting of the stockholders to one vote for every share of such stock
standing in his name on the record of stockholders of the Corporation on the
date fixed by the Board as the record date for the determination of the
stockholders who shall be entitled to notice of and to vote at such meeting.
Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by proxy signed by such
stockholder or his attorney-in-fact. Any such proxy shall be delivered to the
secretary of such meeting at or prior to the time designated in the order of
business for so delivering such proxies. No proxy shall be valid after the
expiration of three years from the date thereof, unless otherwise provided in
the proxy. A proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where an irrevocable proxy is permitted
by law. Except as otherwise provided by law, the Certificate of
Incorporation, or these By-Laws, any corporate action to be taken by vote of
the stockholders shall be authorized by the affirmative vote of a majority of
the shares of stock present in person or represented by proxy at the meeting
and entitled to vote on the matter, or when stockholders are required to vote
by class or series by the affirmative vote of a majority of the shares of
stock of the appropriate class or series present in person or represented by
proxy at the meeting and entitled to vote on the matter. Unless required by
law or determined by the chairman of the meeting to be advisable, the vote on
any question need not be by written ballot. On a vote by written ballot, each
ballot shall be signed by the stockholder voting, or by his proxy, and shall
state the number of shares voted.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 1. The business and affairs of the Corporation shall be
managed by the Board of Directors. The Board may exercise all such authority
and powers of the Corporation and do all such lawful acts and things as are
not by law or the Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

         Section 2. The number of directors of the Corporation shall be such
number of persons, not less than three (3), as shall from time to time be
fixed by resolution of two-thirds of the


                                       5
<PAGE>

whole Board. Directors need not be stockholders. Except as otherwise provided
by law, the Certificate of Incorporation, or these By-Laws, the directors
shall be elected at the annual meeting of the stockholders, and the persons
receiving a plurality of the votes cast at such election shall be elected.
Directors shall hold office until their respective successors shall have been
duly elected and qualified, or until death, resignation, or removal, as
hereinafter provided in these By-Laws, or as otherwise provided by law or the
Certificate of Incorporation. The Board shall elect one of its members as
Chairman, and may also elect from one of its members a Vice Chairman.

         Section 3. The Chairman, if present, shall preside at all meetings
of the Board. He shall serve as Chairman of the Executive Committee of the
Board and be a member of such other committees of the Board as shall be
determined by the Board at the time of the creation or the election of the
members of any such committees.

         Section 4. The Chairman shall have the powers and duties usually and
customarily associated with the position of a non-executive Chairman. The
Chairman shall have such other powers and duties as may be assigned to him by
the Board. In his capacity as Chairman, he shall not necessarily be an
officer of the Corporation but he shall be eligible to serve, in addition, as
an officer pursuant to Article IV of these By-Laws.

         Section 5. The Vice Chairman may act in the Chairman's absence or
inability to act, and in such circumstances, he shall have the powers and
duties of the Chairman. In his capacity as Vice Chairman, he shall not
necessarily be an officer of the Corporation but he shall be eligible to
serve, in addition, as an officer pursuant to Article IV of these By-Laws.

         Section 6. Meetings of the Board may be held at such place, either
within or without the State of Delaware, as the Board may from time to time
determine or as shall be specified in the notice or waiver of notice of such
meeting.

         Section 7. Regular meetings of the Board may be held without notice
at such time and place as the Board may from time to time determine.

         Section 8. Special meetings of the Board may be called by two or
more directors of the Corporation or by the Chairman or the Secretary.

         Section 9. Notice of each special meeting of the Board shall be
given by the Secretary as hereinafter provided in this Section, in which
notice shall be stated the time and place of the meeting. Notice of each such
meeting shall be delivered to each director either personally or by
telephone, telegraph, cable, or similar means, at least twenty-four hours
before the time at which such meeting is to be held or mailed by first-class
mail, postage prepaid, addressed to the director at his residence or usual
place of business, at least three days before the day on which such meeting
is to be held. Notice of any such meeting need not be given to any director
who shall, either before or after the meeting, submit a signed waiver of
notice or who shall attend such meeting without protesting, prior to or at
its commencement, the lack of notice to such director. Except as otherwise
specifically required by these By-Laws, a notice or waiver of notice of any
regular or special meeting need not state the purpose of such meeting.


                                       6
<PAGE>

         Section 10. Subject to Section 16 of this Article, one-third of the
entire Board shall be present in person at any meeting of the Board in order
to constitute a quorum for the transaction of business at such meeting, and,
except as otherwise expressly required by law, the Certificate of
Incorporation or these By-Laws, the act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board. In the absence of a quorum at any meeting of the Board, a majority of
the directors present thereat may adjourn such meeting to another time and
place, or such meeting need not be held. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. Except as otherwise provided
in this Article II, the directors shall act only as a Board and the
individual directors shall have no power as such.

         Section 11. Any director of the Corporation may resign at any time
by giving a written notice of resignation to the Board, the Chairman or the
Secretary. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

         Section 12. Vacancies or newly created directorships resulting from
an increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors
so chosen shall hold office until their successors are duly elected and shall
qualify. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a
majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
holder or holders of at least ten percent of the votes of the shares at the
time outstanding having the right to vote for such directors, summarily order
an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office. Except as otherwise provided in these By-Laws, when one or more
directors shall resign from the Board, effective at a future date, a majority
of the directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each
director so chosen shall hold office as provided in this Section 12 in the
filling of other vacancies.

         Section 13. Except as otherwise provided in the Certificate of
Incorporation or these By-Laws, any director may be removed, either with or
without cause, at any time, by the affirmative vote of a majority of the
votes of the issued and outstanding stock entitled to vote for the election
of directors of the Corporation given at a special meeting of the
stockholders called and held for such purpose; and the vacancy in the Board
caused by any such removal may be filled by such stockholders at such
meeting, or, if the stockholders shall fail to fill such vacancy, as in these
By-Laws provided.

         Section 14. The Board shall have authority to fix the compensation,
including fees and reimbursement of expenses, of directors for services to
the Corporation in any capacity, provided that no such payment shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.


                                       7
<PAGE>

         Section 15. Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee. Members of the Board or of any
committee designated by the Board may participate in a meeting of such Board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other and participation in a meeting pursuant to this procedure shall
constitute presence in person at such meeting.

         Section 16. The issuance of preferred stock by the Corporation shall
require the approval of two-thirds of the whole Board.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD

         Section 1. The Board of Directors may, by resolution adopted by
two-thirds of the whole Board, designate an 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 without limitation the power to declare dividends
and to authorize the issuance of the Corporation's capital stock, and may, by
resolution similarly adopted, designate one or more other committees. The
Executive Committee and each such other committee shall consist of two or
more directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee,
other than the Executive Committee whose powers are expressly provided for
herein, may to the extent permitted by law exercise such powers and shall
have such responsibilities as shall be specified in the designating
resolution. In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Each committee shall keep
written minutes of its proceedings and shall report such proceedings to the
Board when required.

         Section 2. (a) The Board of Directors shall designate an Affiliated
Transaction Committee. The Affiliated Transaction Committee shall review,
consider and pass upon any Affiliated Transaction, and no such transaction
shall be effected without the concurrence of the Affiliated Transaction
Committee. The Affiliated Transaction Committee shall have the powers to (i)
negotiate with the representatives of any party to an Affiliated Transaction;
(ii) require approval of an Affiliated Transaction by a vote of the
stockholders of the Corporation which may be greater than or in addition to
any vote required by law; and (iii) engage Independent Advisers at the
reasonable expense of the Corporation, and without prior approval of the
Corporation, to assist in its review and decision regarding any Affiliated
Transaction.

         (b) The Affiliated Transaction Committee shall consist of at least
three Independent Directors, with each other Independent Director being an
alternate member if any committee


                                       8
<PAGE>

member is unable or unwilling to serve. Notwithstanding the foregoing, until
the Corporation's obligation to make Contingent Payments for all Measurement
Periods (each as defined in the Agreement and Plan of Merger among the
Corporation, Anchor Merger Sub, Inc. and PepsiAmericas, Inc. (now known as
"P-Americas, Inc.") dated as of August 18, 2000 (the "Merger Agreement"))
shall have been finally determined in accordance with the terms of the Merger
Agreement, none of the following people shall be eligible to serve as a
member of the Affiliated Transaction Committee: (i) Robert Pohlad, (ii) any
person who is then or has within the previous two years been, an affiliate of
Robert Pohlad (including any member of Robert Pohlad's family), it being
understood that no person shall be deemed an affiliate of Robert Pohlad
solely by virtue of the fact that such person is then serving as a director
of the Corporation, (iii) any person who is then, or has within the previous
two years been, an affiliate of the Pohlad Companies, a Minnesota corporation
("Pohlad Companies") or who is then, or has within the previous two years
been, a director, officer, employee, consultant or advisor (financial, legal
or other) of Pohlad Companies or (iv) any person who has, within the two
years immediately prior to the consummation of the transactions contemplated
by the Merger Agreement, been an affiliate of P-Americas, Inc. or who has,
within the two years immediately prior to the consummation of the
transactions contemplated by the Merger Agreement been, a director, officer,
employee, consultant or advisor (financial, legal or other) of P-Americas,
Inc.

         (c) The Affiliated Transaction Committee shall cease to exist on the
later of (i) May 20, 2009 or (ii) the date on which any Affiliated
Transaction being reviewed, considered and passed upon by the Affiliated
Transaction Committee prior to May 20, 2009 shall have been either
consummated or abandoned.

         (d) For the purposes of the foregoing Article III, Section 2, the
following definitions shall apply:

                  (i) "Corporation" means the Corporation or any company in
         which the Corporation has more than 50% of the voting power in the
         election of directors or in which it has the power to elect a majority
         of the Board of Directors.

                  (ii) "PepsiCo, Inc."means PepsiCo, Inc. or any company in
         which PepsiCo, Inc. has more than 50% of the voting power in the
         election of directors or in which it has the power to elect a majority
         of the Board of Directors.

                  (iii) "Affiliate" means any entity (other than the
         Corporation) in which PepsiCo, Inc. has a 20% or greater equity or
         other ownership interest, or any entity controlled directly or
         indirectly by such Affiliate. Notwithstanding the above, no entity
         shall be an Affiliate solely by virtue of the rights granted to
         PepsiCo, Inc. pursuant to a bottling contract.

                  (iv) "Affiliated Transaction" means any proposed merger or
         consolidation with, purchase of an equity interest in, or purchase of
         assets other than in the ordinary course of business from an Affiliate,
         and which transaction has an aggregate value exceeding $10 million;
         provided, however, that any such merger, consolidation, or purchase
         which constitutes a "Permitted Acquisition" under the Amended and
         Restated Shareholder


                                       9
<PAGE>

         Agreement between the Corporation and PepsiCo, Inc., dated as of
         November 30, 2000 (as it may be amended from time to time, the
         "Shareholders Agreement"), shall not constitute an Affiliated
         Transaction for purposes of this Article III, Section 2.

                  (v) "Independent Directors" means any member of the
         Corporation's Board of Directors who (i) is not, and for the past two
         years has not been, an officer, director or employee of PepsiCo, Inc.
         or (other than serving as a director of the Corporation) an Affiliate;
         (ii) does not own in excess of 1% of the shares of PepsiCo, Inc.; and
         (iii) own any equity or other ownership interest in an entity (except
         as permitted by the preceding (ii) and other than in the Corporation)
         which is a party to the Affiliated Transaction.

                  (vi) "Independent Adviser" means any legal or financial
         adviser or other expert (i) that has not represented or provided
         services to PepsiCo, Inc. during the past calendar year, or (ii)
         notwithstanding (i) above, that the Affiliated Transaction Committee
         (as defined herein) determines, after due inquiry, is able to represent
         it in an independent manner not adverse to the interests of the
         Corporation and its stockholders.

         Section 3. A majority of any committee may determine its action and
fix the time and place of its meetings, unless the Board shall otherwise
provide. Notice of such meetings shall be given to each member of the
committee in the manner provided for in Article II, Section 9. The Board
shall have power at any time to fill vacancies in, to change the membership
of, or to dissolve any such committee. Nothing herein shall be deemed to
prevent the Board from appointing one or more committees consisting in whole
or in part of persons who are not directors of the Corporation; provided,
however, that no such committee shall have or may exercise any authority of
the Board.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. The officers of the Corporation shall consist of the
Chief Executive Officer, the President, one or more Vice Presidents, the
Treasurer, the Controller and the Secretary. Any two or more offices may be
held by the same person. Each such officer shall be elected from time to time
by the Board of Directors to hold office until his successor shall have been
duly elected and shall have qualified, or until his death, or until he shall
have resigned, or have been removed, as hereinafter provided in these
By-Laws. The Board may from time to time elect, or the Chief Executive
Officer may appoint, such other officers (including one or more Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant
Controllers) and such agents, as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents
shall have such duties and shall hold their offices for such terms as shall
be provided in these By-Laws or as may be prescribed by the Board or by the
Chief Executive Officer.

         Section 2. Any officer or agent of the Corporation may resign at any
time by giving written notice of his resignation to the Board, the Chief
Executive Officer, or the Secretary. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become


                                       10
<PAGE>

effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

         Section 3. Any officer or agent of the Corporation may be removed,
either with or without cause, at any time, by the vote of a majority of the
whole Board at any meeting of the Board, or, except in the case of an officer
or agent elected by the Board, by the Chief Executive Officer. Such removal
shall be without prejudice to the contractual rights, if any, of the person
so removed.

         Section 4. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant in the manner
prescribed in these By-Laws for the regular election or appointment of such
office.

         Section 5. The Chief Executive Officer shall have the primary
responsibility for and the general control and management of all of the
business and affairs of the Corporation, under the direction of the Board. He
shall have power to select and appoint all necessary officers and employees
of the Corporation except such officers as under these By-Laws are to be
elected by the Board, to remove all appointed officers or employees whenever
he shall deem it necessary, and to make new appointments to fill the
vacancies. He shall have the power of suspension from office for cause of any
elected officer, which shall be forthwith declared in writing to the Board.
Whenever in his opinion it may be necessary, he shall define the duties of
any officer or employee of the Corporation which are not prescribed in the
By-Laws or by resolution of the Board. He shall have such other authority and
shall perform such other duties as may be assigned to him by the Board. In
the absence of the Chairman, or the Vice Chairman, the Chief Executive
Officer shall preside at meetings of the stockholders and of the directors.

         Section 6. The President shall be the chief operating officer of the
Corporation and shall have such authority and perform such duties relative to
the business and affairs of the Corporation as may be delegated to him by the
Board or the Chief Executive Officer. In the absence of the Chairman, Vice
Chairman and the Chief Executive Officer, the President shall preside at
meetings of the stockholders and of the directors.

         Section 7. Each Vice President and each Assistant Vice President
shall have such powers and perform all such duties as from time to time may
be assigned to him by the Board, the Chief Executive Officer, the President
or the senior officer to whom he reports.

         Section 8. The Treasurer shall exercise general supervision over the
receipt, custody and disbursement of corporate funds. He shall have such
further powers and duties and shall be subject to such directions as may be
granted or imposed upon him from time to time by the Board or the Chief
Executive Officer.

         Section 9. The Controller shall be the chief accounting officer of
the Corporation and shall maintain adequate records of all assets,
liabilities and transactions of the Corporation; he shall establish and
maintain internal accounting controls and, in cooperation with the
independent public accountants selected by the Board, shall supervise
internal auditing. He shall


                                       11
<PAGE>

have such further powers and duties as may be conferred upon him from time to
time by the Board or the Chief Executive Officer.

         Section 10. The Secretary shall keep or cause to be kept in one or
more books provided for that purpose, the minutes of all meetings of the
Board, the committees of the Board and the stockholders; he shall see that
all notices are duly given in accordance with the provisions of these By-Laws
and as required by law; he shall be custodian of the records and the seal of
the Corporation and affix and attest the seal to all stock certificates of
the Corporation (unless the seal of the Corporation on such certificates
shall be a facsimile, as hereinafter provided) and affix and attest the seal
to all other documents to be executed on behalf of the Corporation under its
seal; he shall see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are properly
kept and filed; and in general, he shall perform all the duties incident to
the office of Secretary and such other duties as from time to time may be
assigned to him by the Board or the Chief Executive Officer.

         Section 11. Any Assistant Secretary, Assistant Treasurer, or
Assistant Controller elected or appointed as heretofore provided, shall
perform the duties and exercise the powers of the Secretary, Treasurer and
Controller, respectively, in their absence or inability to act, and shall
perform such other duties and have such other powers as the Board, the Chief
Executive Officer, the Secretary, Treasurer, or Controller (as the case may
be), may from time to time prescribe.

         Section 12. If required by the Board, any officer of the Corporation
shall give a bond or other security for the faithful performance of his
duties in such amount and with such surety or sureties as the Board may
specify.

         Section 13. The compensation of the officers of the Corporation for
their services as such officers shall be fixed from time to time by the
Board; provided, however, that the Board may by resolution delegate to the
Chief Executive Officer the power to fix compensation of nonelected officers
and agents appointed by him. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that he is also a
director of the Corporation, but any such officer who shall also be a
director shall not have any vote in the determination of the amount of
compensation paid to him.

                                    ARTICLE V

                          INDEMNIFICATION AND INSURANCE

         Section 1. Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or officer of the
Corporation or 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 or other enterprise, including service with
respect to employee benefit plans maintained or sponsored by the Corporation,
whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the


                                       12
<PAGE>

Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than said Law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes pursuant to the Employee Retirement Income
Security Act of 1974 or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that except as provided in Section 2 of this Article, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by action
of its Board of Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

         Section 2. If a claim under Section 1 of this Article is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which
makes it permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

         Section 3. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Article shall not be


                                       13
<PAGE>

exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by?law,
agreement, vote of stockholders or disinterested directors or otherwise. No
repeal or modification of this Article shall in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the
Corporation hereunder in respect of any occurrence or matter arising prior to
any such repeal or modification.

         Section 4. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

                                   ARTICLE VI

                            CONTRACTS, PROXIES, ETC.

         Section 1. Except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, any contracts or other instruments may be
executed and delivered in the name and on behalf of the Corporation by such
officer or officers (including any assistant officer) of the Corporation as
the Board of Directors may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. The
Chief Executive Officer, the President or any Vice President may execute
bonds, contracts, deeds, leases and other instruments to be made or executed
for or on behalf of the Corporation. Subject to any restrictions imposed by
the Board or the Chief Executive Officer, the President or any Vice President
of the Corporation may delegate contractual power to others under his
jurisdiction, it being understood, however, that any such delegation of power
shall not relieve such officer of responsibility with respect to the exercise
of such delegated power.

         Section 2. Unless otherwise provided by resolution adopted by the
Board, the Chief Executive Officer, the President or any Vice President may
from time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or
other securities of such other corporation, or to consent in writing, in the
name of the Corporation as such holder, to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed in the name and on behalf of the Corporation and under its
corporate seal or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in the premises.

                                   ARTICLE VII

                               SHARES, BOOKS, ETC.

         Section 1. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by or in the name of the Corporation by
the Chief Executive Officer, the President or a


                                       14
<PAGE>

Vice President, and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, certifying the number of shares owned by
such holder in the Corporation. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer,
transfer agent, or registrar at the date of issue.

         Section 2. The books and records of the Corporation may be kept at
such places within or without the State of Delaware, as the Board of
Directors may from time to time determine.

         Section 3. Transfers of shares of stock of the Corporation shall be
made on the stock records of the Corporation only upon authorization by the
registered holder thereof, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary or with a transfer
agent, and or surrender of the certificate or certificates for such shares
properly endorsed or accompanied by a duly executed stock transfer power and
the payment of all taxes thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of a person in
whose name any share or shares stand on the record of stockholders as the
owner of such share or shares for all purposes, including, without
limitation, the right to receive dividends or other distributions, and to
vote as such owner, and the Corporation may hold any such stockholder of
record liable for calls and assessments and shall not be bound to recognize
any equitable or legal claim to or interest in any such share or shares on
the part of any other person whether or not it shall have express or other
notice thereof.

         Section 4. The Board may make such additional rules and regulations,
not inconsistent with these By-Laws, as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of stock of the
Corporation. It may appoint or authorize any officer or officers to appoint,
one or more transfer agents or one or more registrars and may require all
certificates for shares of stock to bear the signature or signatures of any
of them.

         Section 5. Upon notice to the Corporation by the holder of any
certificate representing shares of stock of the Corporation of any loss,
theft, destruction or mutilation of such certificate, the Corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it which the holder thereof shall allege to have been lost, stolen,
or destroyed or which shall have been mutilated, and the Board may, in its
discretion, require such holder or his legal representatives to give to the
Corporation a bond in such sum, limited or unlimited, and in such form and
with such surety or sureties as the Board in its absolute discretion shall
determine, and to indemnify the Corporation against any claim which may be
made against it on account of the alleged loss, theft, or destruction of any
such certificate, or of the issuance of a new certificate. Anything herein to
the contrary notwithstanding, the Board, in its absolute discretion, may
refuse to issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Delaware.


                                       15
<PAGE>


                                  ARTICLE VIII

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be determined by the Board of
Directors.

                                   ARTICLE IX

                                      SEAL

         The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.

                                    ARTICLE X

                                   AMENDMENTS

         These By-Laws may be amended or repealed, or new By-Laws may be
adopted, by two-thirds of the whole Board of Directors at any meeting
thereof; provided that By-Laws adopted by the Board may be amended or
repealed by the stockholders.




                                       16