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EXHIBIT 3.1


                                 TRANSPRO, INC.

                                  * * * * * * *

                                     BY-LAWS

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                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the offices of the corporation in New Haven,
Connecticut, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect a board of
directors by a plurality vote, which may or may not be by written ballot as
determined by the board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting. At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the annual meeting
(i) by or at the direction of the chairman of the meeting or (ii) by any
stockholder who is a holder of record at the time of the giving of the notice
provided for in this Section 3, who is entitled to vote at the meeting and who
complies with the procedures set forth in this Section 3. For business properly
to be brought before an annual meeting of stockholders by a stockholder, the
stockholder must have given timely notice thereof in proper written form to the
Secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received
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at the principal executive offices of the corporation not less than 90 days nor
more than 120 days prior to the first anniversary of the date of the immediately
preceding annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days earlier or more than 60 days later than
such anniversary date, notice by the stockholder to be timely must be so
delivered or received not earlier than the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. To be in proper written
form, a stockholder's notice to the Secretary shall set forth in writing as to
each matter the stockholder proposes to bring before the annual meeting: (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (ii)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business; (iii) the class or series and number of
shares of the corporation which are beneficially owned by the stockholder; (iv)
any material interest of the stockholder in such business; and (v) if the
stockholder intends to solicit proxies in support of such stockholder's
proposal, a representation to that effect. 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
and such stockholder's proposal has been included in a proxy statement that has
been prepared by management of the corporation to solicit proxies for such
annual meeting; provided, however, that if such stockholder does not appear or
send a qualified representative to present such proposal at such annual meeting,
the corporation need not present such proposal for a vote at such meeting,
notwithstanding that proxies in respect of such vote may have been received by
the corporation. Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this Section 3. The chairman of an annual meeting may
refuse to permit any business to be brought before an annual meeting which fails
to comply with the foregoing procedures or, in the case of a stockholder
proposal, if the stockholder solicits proxies in support of such stockholder's
proposal without having made the representation required by clause (v) of the
third preceding sentence.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders 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 (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. 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 of the board or president and shall
be called by the chairman of the board, president or secretary at the request in
writing of a majority of the board of directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Written notice of a
special meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called shall be given not less than


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ten (10) nor more than sixty (60) days before the date of the meeting, to each
stockholder entitled to vote at such meeting.

         Section 6. (a) Any holder or holders of record of capital stock
requesting the corporation to call a special meeting of stockholders pursuant to
Section 5 of this Article I (collectively, the "Initiating Stockholder") shall
deliver or mail written notice of such request to the Secretary of the
corporation at its principal executive offices (the "Notice"). The Notice shall
contain all the information that would be required in a notice to the Secretary
given pursuant to Section 3 of this Article I in connection with an annual
meeting of stockholders.

         (b) Within 14 days after the Secretary's receipt of the Notice from the
Initiating Stockholder containing all the information required by subsection (a)
of this Section 6, the Board of Directors shall fix a record date for
determining the stockholders of record entitled to join in the request for the
calling of the special meeting of stockholders. Such record date shall not be
earlier than the date on which the Board of Directors fixes the same and shall
not be later than 30 days after such date. Only holders of record of common
stock on the record date shall be entitled to join in the request. The
corporation shall give prompt written notice of the fixing of the record date to
the Initiating Stockholder. If stockholders of record on the record date owning
of record on such date at least a majority of the outstanding capital stock
entitled to vote deliver or mail written requests to the Secretary of the
corporation at its principal executive offices that the corporation call the
special meeting, the corporation shall promptly appoint an inspector to perform
a ministerial review of, and render a report to the corporation and the
Initiating Stockholder concerning, the validity of such requests and any
revocations thereof. The inspector will be instructed to perform such review and
render such report promptly. The corporation shall not be required to call the
special meeting until the inspector has rendered such report and certified in
writing to the corporation and the Initiating Stockholder that valid, unrevoked
requests for the calling of the special meeting were received from stockholders
of record on the record date owning of record on such date at least a majority
of the outstanding capital stock entitled to vote. Nothing contained in this
subsection (b) shall be construed to mean or imply that the Board of Directors
or any stockholder shall not be entitled to contest the validity of any written
request or revocation thereof, whether before or after certification by the
inspector, through court proceedings or otherwise. Any dispute as to whether or
not the corporation is required to call the special meeting of stockholders will
be resolved through appropriate court proceedings, in which the corporation will
request the court to resolve the dispute as expeditiously as possible.

         (c) Notwithstanding any other provision of these By-laws, no written
request to call a special meeting of stockholders shall be effective unless,
within 70 days after the record date fixed pursuant to subsection (b) of this
Section 6, the corporation has received such written requests from stockholders
of record on such record date owning on such date at least a majority of the
outstanding voting capital stock.

         (d) The record date for determining the stockholders of record entitled
to vote at a special meeting called pursuant to this Section 6 shall be fixed by
the Board of Directors, but shall not be later than 14 days after it is
determined that the corporation is required to call such meeting. Written notice
of the meeting shall be mailed by the corporation to stockholders of record on
such record date within 10 days after the record date (or such longer period as
may be necessary for the Corporation to file its proxy materials with, and
receive and respond to the comments of,


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the Securities and Exchange Commission), and the meeting will be held within 50
days after the date of mailing of the notice, as determined by the Board of
Directors.

         (e) The business to be conducted at a special meeting called pursuant
to this Section 6 shall be limited to the business set forth in the Notice and
such other business or proposals as the Board of Directors shall determine and
shall be set forth in the notice of meeting. The Board of Directors or the
Chairman of the Board of Directors may determine rules and procedures for the
conduct of the meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy and which has actually voted shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of law or of the certificate of incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

         Section 10. Except as otherwise provided by law or by the Certificate
of Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one (1) vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
on after three (3) years from its date, unless the proxy provides for a longer
period.

         Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, by any provision of law, the meeting and vote of stockholders may be
dispensed with if all of the stockholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or if the certificate of incorporation authorizes
the action to be taken with the written consent of the holders of less than all
of the stock who would have been entitled to vote upon the action if a meeting
were held, then on the written consent of the stockholders having not less than
such percentage of the number of votes as may be authorized in the certificate
of incorporation; provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote required by
law for the


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proposed corporate action, and provided that prompt notice must be given to all
stockholders of the taking of corporate action without a meeting and by less
than unanimous written consent.

         Section 12. In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the board of directors. Any stockholders of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the secretary, request the board of directors to fix a record
date. The board of directors shall promptly, but in all events within ten (10)
days after the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been fixed by the board of
directors within ten (10) days following the receipt of such a request, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of stockholders meetings are
recorded, to the attention of the secretary of the corporation. Delivery shall
be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the board of directors, and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
board of directors adopts the resolution taking such prior action.

         Section 13. In advance of any meeting of stockholders, the board of
directors may appoint three or more inspectors of election, who need not be
stockholders, as to the matters to be submitted to a vote at any such meeting.
The inspectors of election shall (i) determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies, (ii)
receive votes or ballots, (iii) hear and determine all challenges and questions
arising in any way in connection with the right to vote, (iv) count and tabulate
all votes and (v) determine and report to the meeting the results. The
inspectors shall take an oath that they will perform their duties impartially,
in good faith, and to the best of their ability and as expeditiously as is
practical. In the absence of appointment by the board of directors, the
inspectors may be appointed by the chairman of the board or the president.

         Section 14. At each meeting of the stockholders, the Chairman of the
Board or, in the absence of the Chairman of the Board, the Chief Executive
Officer or, in the absence of the Chairman of the Board and the Chief Executive
Officer, such person as shall be selected by the Board shall act as chairman of
the meeting. The order of business at each such meeting shall be as determined
by the chairman of the meeting. The chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts and things as are necessary or desirable for the proper conduct of the
meeting, including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof and the opening
and closing of the voting polls.


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                                   ARTICLE III

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than three (3) nor more than fifteen (15), as may be
designated from time to time by the board of directors. The directors shall be
elected at the annual meeting of stockholders, except as provided in Section 2
of this Article, and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold-office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by law. 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 stockholders holding at least ten percent
(10%) of the total number 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.

         Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by law or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

                            THE CHAIRMAN OF THE BOARD

         Section 4. The board of directors may choose a chairman of the board
who shall hold the position until his or her successor is chosen and qualifies
and who may be removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in the position of chairman of the
board may be filled by the board of directors. The chairman of the board shall
preside at all meetings of the board of directors and stockholders, and shall
have such other powers and duties as may from time to time be prescribed by the
board of directors, upon written directions given to him or her pursuant to
resolutions duly adopted by the board of directors. The chairman of the board
shall not be an officer of the corporation.

                         THE VICE CHAIRMAN OF THE BOARD

         Section 5. The board of directors may choose a vice chairman of the
board who shall hold the position until his or her successor is chosen and
qualifies and who may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in the position of
vice chairman of the board may be filled by the board of directors. The vice
chairman of the board shall perform the duties of the chairman of the board in
the absence of the chairman or in the event of his or her inability or refusal
to act, and also shall perform such other duties as


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the board of directors may from time to time prescribe. The vice chairman of the
board shall not be an officer of the corporation.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 6. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 7. The first meeting of each newly elected board of directors
shall be held without other notice than this by-law immediately after and at the
same place as the annual meeting of stockholders. In the event such meeting is
not held at said time and place, the meeting may be held at such time and place
as shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors or as shall be specified in a written waiver
signed by all the directors.

         Section 8. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 9. Special meetings of the board of directors for any purpose
or purposes may be called by the chairman of the board or president, and the
chairman of the board, president or the secretary shall call a special meeting
upon request of two directors. If given personally, by telephone or by
facsimile, the notice shall be given at least the day prior to the meeting.
Notice may be given by mail if it is mailed at least five days before the
meeting. In the event of an emergency which in the judgment of the chairman of
the board or president requires immediate action, a special meeting may be
convened without notice, consisting of those directors who are immediately
available by telephone and can be joined in the meeting by conference telephone.
The actions taken at such a meeting shall be valid if at least a quorum of the
directors participates either personally or by conference telephone.

         Section 10. At all meetings of the board, a majority of the total
number of directors then in office shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 11. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors 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.

                             COMMITTEES OF DIRECTORS

         Section 12. The board of directors may, by resolution passed by a
majority of the whole board, designate one (1) or more committees, each
committee to consist of one (1) or more of the directors of the corporation. The
board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting


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of the committee. Except as otherwise provided by law, any such committee, to
the extent provided in the resolution, shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, that 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 he or they constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or
disqualified member. Unless otherwise prescribed by the board of directors, a
majority of the members of the committee shall constitute a quorum for the
transaction of business, and the act of a majority of members present at a
meeting at which there is a quorum shall be the act of such committee. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

         Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 14. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                             NOMINATION OF DIRECTORS

         Section 15. Nominations for the election of directors may be made by
the board of directors or a committee of the board of directors or by any
stockholder entitled to vote for the election of directors. Nominations by the
board of directors or a committee of the board of directors may be made by oral
or written notice delivered to the Secretary of the corporation by any officer
or director on behalf of the board of directors or committee at any time prior
to or at any meeting of the stockholders at which directors are to be elected.
Each notice of nomination of directors by the board of directors or a committee
of the board of directors shall set forth the names of the nominees. Nominations
by stockholders shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the Secretary of the corporation
not less than ninety (90) days nor more than one hundred twenty (120) days prior
to (i) any meeting (other than an annual meeting) at which directors are to be
elected, appointed or designated or, (ii) in the case of an annual meeting, the
anniversary of the previous year's annual meeting; provided, however, if, (x) in
the case of an annual meeting, the annual meeting is scheduled to be held on a
date more than thirty (30) days prior to or delayed by more than sixty (60) days
after such anniversary date or, (y) in the case of any other meeting, less than
100 days' notice of the meeting is given to stockholders, then notice by the
stockholder must be delivered to the corporation no later than the later of the
close of business ninety (90) days prior to such meeting or the tenth day
following the day on which notice of the date of the meeting was mailed or
public disclosure of the date of the meeting was first made by the corporation
(and in no event shall the public announcement of an adjournment of the meeting
commence a new time period for a giving of a stockholder's notice under this
Section 15). To be in proper written form, a


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stockholder's notice to the Secretary must set forth (a) as to each person whom
the stockholder proposes to nominate for election as a director (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and number of
shares of capital stock of the corporation which are owned beneficially or of
record by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder; and (b)
as to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 15. The chairman of any meeting of stockholders of the corporation may,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and if the chairman should
so determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

                                   ARTICLE IV

                                     NOTICES

         Section 1. Whenever, under the provisions of law or of the certificate
of incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile.

         Section 2. Whenever any notice is required to be given under the
provisions of law or of the certificate of incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such 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.


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                                    ARTICLE V

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary, a
treasurer and a controller. The board of directors may also choose a chief
executive officer, a chief operating officer, a chief financial officer,
additional vice-presidents, including senior vice-presidents, group vice
presidents and assistant vice-presidents, and one (1) or more assistant
secretaries, assistant treasurers and assistant controllers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one (1) or more
vice-presidents, a secretary, a treasurer and a controller.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The compensation of all officers and agents of the
corporation shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall have responsibility for the general and
active management of the business of the corporation and shall see that all
orders and resolutions of the board of directors are carried into effect, and in
the absence of the chairman of the board and the vice chairman of the board or
in the event of their inability or refusal to act shall preside at all meetings
of the stockholders and the board of directors.

         Section 7. He shall possess the power to sign all certificates,
contracts and other instruments which may be authorized by the board of
directors, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation.

                             CHIEF EXECUTIVE OFFICER

         Section 8. The board of directors may from time to time appoint a chief
executive officer who shall, subject to the control of the board of directors,
have responsibility for the general supervision of all aspects of the business
of the corporation and corporate development, expansion and contraction and
long-range planning of the corporation, including, without limitation, the
acquisition, development and disposition of facilities necessary to implement
the foregoing. The chief executive officer shall have and exercise such further
powers and duties as may be specifically delegated or vested in him from time to
time by these by-laws or by the board of directors. He shall possess the power
to sign all certificates, contracts and other instruments which may be
authorized by the board of directors, except where required or


                                       10
<PAGE>
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. The chief executive
officer may combine his duties with those of any other office assigned to him by
the board of directors.

                             CHIEF OPERATING OFFICER

         Section 9. The board of directors may from time to time appoint a chief
operating officer who shall, subject to the control of the board of directors,
have responsibility for the operations and functioning of the corporation's
operating units and programs and the allocation among the corporation's
operating units and programs of other officers and principal executive personnel
of the corporation. The chief operating officer shall also perform such other
duties and have such other powers as may be assigned to him by the board of
directors. He shall possess the power to sign all certificates, contracts and
other instruments which may be authorized by the board of directors, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation. The
chief operating officer may combine his duties with those of any other office
assigned to him by the board of directors.

                             CHIEF FINANCIAL OFFICER

         Section 10. The board of directors may from time to time appoint a
chief financial officer who shall, subject to the control of the board of
directors, have responsibility for the corporation's finances and financial
planning, the allocation among the corporation's operating units and programs of
the corporation's financial resources and the corporation's internal accounting,
auditing and financial controls. The chief financial officer shall also perform
such other duties and have such other powers as may be assigned to him by the
board of directors. He shall possess the power to sign all certificates,
contracts and other instruments which may be authorized by the board of
directors, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation. The chief financial officer may combine his duties with those of
any other office assigned to him by the board of directors.

                 THE SENIOR VICE-PRESIDENTS AND VICE PRESIDENTS

         Section 11. In the absence of the president or in the event of his
inability or refusal to act, the senior vice-president or vice-president (or in
the event there be more than one (1) senior vice-president or vice-president,
the senior vice-presidents or vice-presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. They shall possess
the power to sign all certificates, contracts and other instruments which may be
authorized by the board of directors, except where required or permitted by law
to be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation. The senior vice-presidents and
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.


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<PAGE>
                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 12. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 13. The assistant secretary, or if there be more than one (1),
the assistant secretaries in the order determined by the board of directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 14. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 15. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 16. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six (6) years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

         Section 17. The assistant treasurer, or if there shall be more than one
(1), the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.


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<PAGE>
                    THE CONTROLLER AND ASSISTANT CONTROLLERS

         Section 18. The controller shall have the custody of the accounting
records of the corporation and shall keep full and accurate accounts of the
financial condition and results of operations of the corporation in books
belonging to the corporation and shall maintain the accounting and internal
control systems of the corporation and implement the corporation's policies and
procedures with respect to internal accounting and auditing and financial
controls.

         Section 19. The controller shall render to the president and the board
of directors, at its regular meetings, or when the board of directors so
requires, financial statements reflecting the results of operations and
financial condition of the corporation.

         Section 20. The assistant controller, or if there shall be more than
one (1), the assistant controllers in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the controller or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
controller and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 1. Indemnification in Actions Other Than in an Action by or in
the Right of the Corporation. To the full extent permitted by Delaware law from
time to time in effect and subject to the provisions of Section 3 of this
Article, the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 2. Indemnification in Actions by or in the Right of the
Corporation. To the full extent permitted by Delaware law from time to time in
effect and subject to the provisions of Section 3 of this Article, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if


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<PAGE>
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

         Section 3. Determination of Conduct. Any indemnification under Sections
1 and 2 of this Article (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections 1 and 2. Such determination shall be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable and a quorum of disinterested directors so
directs, by independent legal counsel (compensated by the corporation) in a
written opinion, or (iii) by the stockholders.

         Section 4. Right to Payment of Expenses. To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

         Section 5. Payment of Expenses in Advance. Expenses incurred by an
officer or director in defending a civil, criminal, administrative or
investigative action, suit or proceeding, or threat thereof, shall be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         Section 6. Non-Exclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

         Section 7. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article or of Section 145 of
the Delaware General Corporation Law.


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<PAGE>
         Section 8. Rights to Continue. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Section 9. Conditional Indemnification for Certain Proceedings.
Notwithstanding anything in this Article to the contrary, no director, officer,
employee or agent shall be entitled to indemnification pursuant to this Article
in connection with any action, suit or proceeding initiated by such person
unless the board of directors has authorized or consented to the initiation of
such action, suit or proceeding.

                                   ARTICLE VII

                              CERTIFICATES OF STOCK

         Section 1. Certificates representing shares of stock of the corporation
shall be in such form as shall be determined by the board of directors, subject
to applicable legal requirements. 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 chairman or vice-chairman of the board of directors or the president or
a vice-president and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by such holder in the corporation.

         Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

         Section 2. Where a certificate is countersigned (i) by a transfer agent
other than the corporation or its employee, or (ii) by a registrar other than
the corporation or its employee, any other signature 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 he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The secretary may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate
or certificates, the secretary may, in his or her sole discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.


                                       15
<PAGE>
                               TRANSFERS OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. 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 of directors may fix, in advance, a record date,
which shall not be (i) more than sixty (60) nor less than ten (10) days before
the date of such meeting, (ii) more than ten (10) days after nor at any time
before the date upon which the resolution fixing the record date is adopted by
the board of directors with respect to any consent to corporate action without a
meeting or (iii) more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as, the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


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<PAGE>
                                     CHECKS

         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year of the corporation begins on the first day
of January and ends on the thirty-first day of December in each year.


                                      SEAL

         Section 5. 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 IX

                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting.


(As amended June 21, 2001)


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