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                                                      As amended on May 14, 2001

                                    BY-LAWS

                                      -0F-

                      CREDIT SUISSE FIRST BOSTON (USA), INC
                 (FORMERLY, DONALDSON, LUFKIN & JENRETTE, INC.)

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                                    BY-LAWS

                                      -OF-

                      CREDIT SUISSE FIRST BOSTON (USA), INC.
                        (HEREIN CALLED THE "CORPORATION")

                                    ARTICLE I

                                  STOCKHOLDERS

          SECTION 1.01. ANNUAL MEETING. The annual meeting of stockholders for
the election of directors and the transaction of such other business as may come
before it shall be held on the last Tuesday in April in each year (or if said
day is a legal holiday, then on the next succeeding day not a legal holiday), or
such other day as shall be fixed by the Board of Directors, as such place within
or without the State of Delaware and at such time of day as shall be fixed by
the Board of Directors and stated in the notice of the meeting.

          SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman of the
Board, any Vice Chairman of the Board, the President, or by resolution of the
Board of Directors. Special meetings of stockholders shall be held at such
place, within or without the State of Delaware, as shall be fixed by the person
or persons calling the meeting and stated in the notice or waiver of notice of
the meeting.

          SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever
stockholders are required or permitted to take any action at a meeting, written
notice of the meeting shall be given signed with the written, printed or
facsimile signature of the Chairman of the Board, any Vice Chairman of the
Board, the President, any Managing Director, Senior Vice President, Vice
President or by the Secretary or Assistant Secretary of the Corporation (unless
that notice shall be waived or unless the meeting is to be dispensed with in
accordance with the provisions of paragraph 8 of Article Seventh of the Restated
Certificate of Incorporation of the Corporation and Section 1.12

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hereof) which shall state the time and place of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. A
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten nor more than fifty days before the date of the meeting, to each
stockholder entitled to vote at such meeting. If mailed, such notice is given
when deposition in the United States mail, with postage thereon prepaid,
directed to the stockholder at his address as it appears on the record of
stockholders, or, if he shall have filed with the Secretary of the Corporation a
written request that notices to him be mailed to some other address, then
directed to him at such other address.

          When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, except as provided by the General Corporation Law of the
State of Delaware, and at the adjourned meeting any business may be transacted
that might have been transacted on the original date of the meeting.

          SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders
of a majority of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business. If, however, a majority shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or by proxy, shall have power to adjourn the meeting from time to time
until the requisite amount of voting stock shall be represented. At such
adjourned meeting at which the requisite amount of voting stock shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.

          SECTION 1.05. ORGANIZATION. Meetings of stockholders shall be presided
over by a Chairman of the Board, if any, or in the absence of a Chairman of the
Board by a Vice Chairman of the Board, if any, or in the absence of a Vice
Chairman of the Board by a Chief Executive Officer, or in the absence of a Chief
Executive Officer by a President, or in the absence of a President by a Senior
Vice President, or in the absence of a Senior Vice President by a Vice

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President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. A Secretary, or in the absence of a Secretary an
Assistant Secretary, shall act as secretary of the meeting, but in the absence
of a Secretary and any Assistant Secretary the chairman of the meeting may
appoint any person to act as secretary 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 adjourn a meeting
of stockholders without a vote of stockholders and 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 and are not inconsistent with
any rules or regulations adopted by the Board of Directors pursuant to the
provisions of the certificate of incorporation, including 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 for each
item upon which a vote is to be taken.

          SECTION 1.06. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation or other
certificate filed pursuant to law, or these By-Laws.

          SECTION 1.07. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation, but no proxy shall be voted on after three yeas from its date,
unless the proxy

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provides for a longer period. Each proxy shall be valid only for the meeting in
respect of which it is given and any and all adjournments thereof.

          SECTION 1.08. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held by the Corporation, shall neither be entitled to vote nor
counted for quorum purposes. Nothing in this section shall be construed as
limited the right of the Corporation to vote its own stock held by it in a
fiduciary capacity.

          SECTION 1.09. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held, and
persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the Corporation he has expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent said stock and vote thereon.

          SECTION 1.10. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders of 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, or record date, which shall not be more than fifty nor less than ten
days before the date of such meeting, nor more than fifty days prior to any
other action. If no record date is fixed by the Board of Directors, the record
date shall be determined in accordance with the provisions of the General
Corporation Law of the State of Delaware.

          SECTION 1.11. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the 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

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registered in the name of each stockholder. Such list shall be open to the
examination of an 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 said meeting is to be held, and the list shall be produced and kept
at the time and place of the meeting during the whole time thereof, any may be
inspected by any stockholder who may be present. Upon the willful neglect or
refusal of the directors to produce such a list at any meeting for the election
of directors, they shall be ineligible for election to any office at such
meeting.

          SECTION 1.12. STOCKHOLDERS' RIGHT OF INSPECTION. Except as may be
otherwise expressly provided by the laws of the State of Delaware, the Board of
Directors shall have power to keep the stock ledger, books, documents and
accounts of the Corporation outside the State of Delaware. Except as otherwise
expressly provided by the laws of the State of Delaware and by the Certificate
of Incorporation or any amendment thereto, and except as authorized by the
directors of the stockholders (a) no stockholder shall have any right to inspect
any book, document or account of the Corporation and (b) the Board of Directors
may determine whether and to what extent and at what time and places and under
what conditions and regulations the books, documents and accounts of the
Corporation (other than the original or a duplicate stock ledger), or any of
them, shall be open to the inspection of stockholders.

          The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
1.10 or the books of the Corporation, or to vote in person or by proxy at any
meeting of the stockholders.

          SECTION 1.13. CONSENT IN LIEU OF MEETING. As provided in the
Certificate of Incorporation, any corporate action, with respect to which the
vote of the stockholders at a meeting thereof is required or permitted by any
provision of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Corporation, or these By-Laws, may be

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taken without that vote and meeting, and that vote and meeting may be dispensed
with, if that corporate action has been consented to in writing by the holders
of a majority (or, if with respect to a particular corporate action the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of
the Corporation or these By-Laws specifies a greater percentage, by the holders
of that percentage) of the stock that would have been entitled to vote upon that
action if a meeting were held. Prompt notice shall be given to all stockholders
of the taking of any corporate action pursuant to the provisions of this
paragraph unless that action has been consented to in writing by the holders of
all of the stock that would have been entitled to vote upon that action if a
meeting were held.

                                   ARTICLE II

                                    DIRECTORS

          SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors. Directors need not be holders of the
Common Stock of the Corporation.

          The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to exercise
all such powers as may by exercised by the Corporation, except as expressly
provided otherwise by the statues of the State of the Delaware, by the
Certificate of Incorporation of the Corporation or by these By-Laws.

          Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution, or resolutions, may create and issue, whether or not
in connection with the issue and sale of any shares of stock or other securities
of the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or time, which may be
limited or unlimited in duration, at or within

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which, and the price or prices at which, any such rights or options may be
issued and any such shares or other securities may be purchased from the
Corporation upon exercise of any such right or option shall be such as shall be
fixed and stated in the resolution or resolutions adopted by the Board of
Directors providing for the creation and issue of such rights or options, and,
in every case, set forth or incorporated by reference in the instrument or
instruments evidencing such rights or options. In the absence of actual fraud in
the transaction, the judgment of the directors as to the consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive. In case the shares of stock of the Corporation to be issued upon the
exercise of such rights or options shall be shares having a par value, the price
or prices so to be received therefore shall not be less than the par value
thereof. In case the shares of stock so to be issued shall be share of stock
without par value, the consideration therefore shall be determined in the manner
provided in Section 153 of the General Corporation Law of the State of Delaware.

          SECTION 2.02. NUMBER OF DIRECTORS. The number of directors which shall
constitute the whole Board shall consist of such number of directors as may be
fixed from time to time by the stockholders or by a majority of the whole Board,
provided, however, that in no case shall the number be less than three.

          SECTION 2.03. ELECTION AND TERM. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.

          SECTION 2.04. RESIGNATIONS AND REMOVAL. Any director of the
Corporation may resign at any time by giving written notice to the Corporation.
Such resignation shall take effect at the time specified therein, if any, or if
no time is specified therein, then upon receipt of such notice by the
Corporation; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.

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          Any director may be removed at any time, with or without cause, upon
the affirmative vote of the holders of a majority of the stock of the
Corporation at that time having voting power for the election of directors.

          SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filed 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 their successors shall be elected and qualified, or
until their earlier resignation or removal. When one or more directors shall
resign from the Board or be removed, 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
chose shall hold office as herein provided in the filling of other vacancies.

          SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, one-third of the entire Board, but not less than two directors, 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 provided in Section 2.05 and 2.14 hereof.

          A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are announced
at the meeting.

          SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall met immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

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          SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.

          SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the Chairman of the Board, any Vice Chairman of the Board, the President
or by resolution of the Board of Directors. Special meetings shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.

          Special meetings of the Board of Directors shall be held upon notice
to the directors of waiver thereof.

          Unless waived, notice of each special meeting of the directors,
stating the time and place of the meeting, shall be given to each director by
delivered letter, by telegram or by personal communication either over the
telephone or otherwise, in each such case not later than 24 hours prior to the
meeting, or by mailed letter deposited in the United States mail with postage
thereof prepaid not later than the seventh day prior to the meeting. Notices of
special meetings of the Board of Directors and waivers thereof need not state
the purpose or purposes of the meeting.

          SECTION 2.10. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Unless otherwise restricted by the Certificate of Incorporation of the
Corporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board, may participate in a meeting of the Board or
of such committee, as the case may be, 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
by-law shall constitute presence in person at such meeting.

          SECTION 2.11. ORGANIZATION. Meetings of the Board of Directors shall
be presided over by a Chairman of the Board, if any, or in the absence of a
Chairman of the Board by a Vice Chairman of the Board, if any, or in the absence
of a Vice Chairman of the Board, by a Chief

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Executive Officer, or in the absence of a Chief Executive Officer, by a
President, or in the absence of a President, by a Managing Director, or in the
absence of a Managing Director, by a chairman chosen at the meeting. A
secretary, or in the absence of a Secretary an Assistant Secretary, shall act as
secretary of the meeting, but in the absence of a Secretary and any Assistant
Secretary the chairman of the meeting may appoint any person to act as secretary
of the meeting.

          SECTION 2.12. ACTION WITHOUT A MEETING. 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 of
Committee, as the case may be, consent thereto in a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

          SECTION 2.13. COMPENSATION. Directors shall receive such fixed sums
and expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation any other capacity and
receiving compensation therefore.

          SECTION 2.14. OPERATION COMMITTEE. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate an
Operating Committee (and may discontinue the same at any time) to consist of two
or more of the directors of the Corporation. The members shall be appointed by
the Board and shall hold office during the pleasure of the Board. The Board may
designate one or more directors as alternate members of the committee, who may
replace an absent or disqualified member at any meeting of the Committee. The
Operating Committee shall have and may exercise all the powers of the Board of
Directors (when the Board is not in session) 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), except that the Operating
Committee shall have no power (a) to elect directors;

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(b) to alter, amend or repeal these By-Laws or any resolution or resolutions
of the directors designating an Operating Committee; (c) to declare any
dividend or make any other distribution to the stockholders of the
Corporation except that such Committee may declare dividends on any series of
the Corporation's preferred stock; or (d) to appoint any member of the
Operating Committee. Regular meetings of the Operating Committee may be held
at such time and place within or without the Sate of Delaware, as shall from
time to time be fixed by the Operating Committee and no notice thereof shall
be necessary. Special meetings may be called at any time by the Chairman of
the Board, any Vice Chairman of the Board, the President or the Chairman of
the Operating Committee. Special meetings shall be held at such place, within
or without the Sate of Delaware, as shall be fixed by the person calling the
meeting and stated in the notice or waiver of the meeting. A majority of the
members of the Operating Committee shall constitute a quorum for the
transaction of the business and the act of a majority present at which there
is a quorum shall be the act of the Operating Committee. Notice of each
special meeting of the Operating Committee shall be give (or waiver) in the
same manner as notice of a directors' meeting.

          SECTION 2.15. OTHER COMMITTEES. The Board of Directors may by
resolution passed by a majority of the whole Board, designate one or more other
committees, each committee to consist of two or more of the directors of the
Corporation, which, 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. 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. The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

          SECTION 2.16. ADVISORY DIRECTORYS. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, appoint one
or more persons to the position

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of Advisory Director to serve in such position at the pleasure of the Board of
Directors. The Advisory Directors shall inform and counsel the Board of
Directors on such matters as the Board may deem appropriate and shall have such
other responsibilities and shall perform such other duties as the Board shall
assign to them, but they shall have no authority to exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation. Each Advisory Director shall have the privilege of attending
meetings of the Board but shall do so solely as an observer. Notice of such
meetings to an Advisory Director shall not be required. Each Advisory Director
shall be entitled to receive such compensation, and such reimbursement for
expenses of attendance at each meeting of the Board, as may be fixed or
determined from time to time by the Chief Executive Officer of the Corporation.
No Advisory Director shall be entitled to vote on any business coming before the
Board of Directors nor shall an Advisory Director be counted as a member of the
Board for the purpose of determining the number of directors necessary to
constitute a quorum, for the purpose of determining whether a quorum is present
or for any other purpose whatsoever. Each Advisory Director shall be indemnified
to the same extent as are directors, offices, employees and agents of the
Corporation under Article Eight of the Corporation's Restated Certificate of
Incorporation.

          SECTION 2.17. ABSENCE OR DISQUALIFICATION OF COMMITTEE MEMBERS.
Notwithstanding any other provision of these By-Laws, in the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not the member or
members present constitute a quorum, may unanimously appoint another member of
the Board of Directors to act as the meeting in a place of any such absent or
disqualified member.

                                   ARTICLE III

                                    OFFICERS

          SECTION. 3.01. NUMBER. The offices of the Corporation shall be chosen
by the Board of Directors. The offices shall be a Chairman of the Board of
Directors, a President, a Secretary, a

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Treasurer, and such number of Vice Chairmen of the Board, Managing Directors,
Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers and other offices as the Board may from
time to time determine. Any person may hold two or more offices at the same
time, other than the offices of President and Secretary. The Chairman of the
Board, each Vice Chairman of the Board, the President and the Chairman of the
Operating Committee shall be chosen from among the Board of Directors, but other
offices need not be members of such Board.

          SECTION 3.02. TERMS OF OFFICE. The Chairman of Board, the President,
the Secretary and the Treasurer shall hold their offices until their successors
are chosen and qualified, subject to the provisions of Section 3.04 hereof. All
other officers shall hold office at the pleasure of the Board of Directors.

          SECTION 3.02. REMOVAL. Any officers, including, upon the choosing of a
successor, the Chairman of the Board, the President, the Secretary and the
Treasurer, may be removed from office at any time by the Board of Directors with
or without cause.

          SECTION 3.04. AUTHORITY. The Secretary shall record all the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to the
office held by him, and/or such other authority, duties and powers as may be
assigned to him from time to time by the Board of Directors or the President.
The other officers and agents, if any, shall have the authority, perform the
duties and exercise the powers in the management of the Corporation usually
incident to the offices held by them, respectively, and/or such other authority,
duties and powers as may be assigned to them from time to time by the Board of
Directors or (except in the case of the President) by the President.

          SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meetings and other instruments relating
to securities owned by the Corporation may be executed in the name and on behalf
of the Corporation by the Chairman of

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the Board, any Vice Chairman of the Board, the President, any Managing Director,
any Senior Vice President, any Vice President, the Secretary, the Assistant
Secretary and the Treasurer, and any such officer may in the name of and on
behalf of the Corporation, take all such actions as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which this Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                   ARTICLE IV

                                  CAPITAL STOCK

          SECTION 4.01. STOCK CERTIFICATES. 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 of the Board, or a Vice Chairman of the Board,
or the President, or a Managing Director, or a Senior Vice President, or a Vice
President, and by the Treasurer or an Assistant Treasurer, or by the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation. Where such certificate is signed (1) by a
transfer agent other than the Corporation or its employee, or (2) by a registrar
other than the Corporation or its employee, then the signature of the offices of
the Corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

          SECTION 4.02. TRANSFERS. Stock of the Corporation shall be
transferable in the manner prescribed by the laws of the State of Delaware and
in these By-Laws. Transfers of stock shall be made on the books of the
Corporation only by the person named on the certificate or by attorney

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lawfully constituted in writing and upon the surrender of the certificate
therefore, which shall be canceled before the new certificate shall be issued.

          SECTION 4.03. REGISTERED HOLDERS. The Corporation shall be entitled to
treat the person in whose name any share of stock or any warrant, right or
option is registered as the owner thereof for all purposes and shall not be
bound to recognize any equitable or other claim to, or interest in, such share,
warrant, right or option on the part of any other person, whether or not the
Corporation shall have notice thereof, save as may be expressly provided
otherwise by the laws of the State of Delaware. No transfer of stock shall be
valid as against the Corporation, its stockholders and creditors for any purpose
until it shall have been entered in the Stock Book, as required by these
By-Laws, by an entry showing from and to whom transferred, save as expressly
provided otherwise by the laws of the State of Delaware.

          SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate therefore issued by it,
alleged to have been lost, stolen or destroyed, if the owner (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors or the transfer
agent) to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss or theft of the certificate or the issuance of
a new certificate; and (3) satisfies any other requirements imposed by the
directors that are reasonable under the circumstances. A new certificate may be
issued without requiring any bond, when, in the judgment of the directors, it is
proper to do so.

          SECTION 4.05. CLOSING TRANSFER BOOKS -- RECORD DATE. The Board of
Directors may close the stock transfer books of the Corporation for a period not
exceeding 50 days preceding the date of any meeting of stockholders or the date
for payment of any dividend or the date for the allotment of rights or the date
when any change or conversion or exchange of capital stock shall go into effect
or for a period of not exceeding 50 days in connection with obtaining the
consent of stockholders for any purpose. In lieu of closing the stock transfer
books as aforesaid, the

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directors are hereby authorized to fix in advance a date, not exceeding 50 days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to received payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after such record date
fixed as aforesaid.

                                   ARTICLE. VI

                                  MISCELLANEOUS

          SECTION 5.01 OFFICES. The registered office of the Corporation in the
State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington,
Delaware. The Corporation may also have offices at other places within and/or
without the State of Delaware.

          SECTION 5.02. SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Delaware".

          SECTION 5.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.

          SECTION 5.04. FISCAL YEAR. The fiscal year shall begin the first day
of January in each year and shall end on the thirty-first day of December of
such year,

          SECTION 5.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State

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of Delaware, of the Certificate of Incorporation of the Corporation, 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 sated therein, shall be deemed
equivalent thereto. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice.

          Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder 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.

          Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the Sate of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such person
or without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall have the same force and effect as if such notice had been given as
provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws. In the event that the action taken by the
Corporation is such as to require the filing of a certificate under any of the
other sections of this title, the certificate shall state, if such is the fact
and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

          SECTION 5.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer

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or other employee of the Corporation or of a subsidiary, including any officer
or employee who is a director of the Corporation or a subsidiary, whenever, in
the judgment of the Board of Directors, such loan, guaranty or assistance may
reasonably be expected to benefit the Corporation. The loan, guaranty or other
assistance may be with or without interest, and may be unsecured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation. Nothing in this section contained shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any other statute.

          SECTION 5.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed by a majority of the Directors present at any meeting of the
Board of Directors.

          SECTION 5.08. SECTION HEADINGS AND STATUTORY REFERENCES. The headings
of the Articles and Sections of these By-Laws have been inserted for convenience
of reference only and shall not be deemed to be part of these By-Laws.

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