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                                                                   EXHIBIT 3.2
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                       FORM OF AMENDED AND RESTATED BYLAWS

                                       OF

                                  PROPEL, INC.
             (Incorporated under the Laws of the State of Delaware)



                            As of __________ __, 2000





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                                TABLE OF CONTENTS

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                                                                                                  PAGE
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ARTICLE I Offices And Records; Certain Definitions..................................................1
         Section 1.1  Delaware Office...............................................................1
         Section 1.2  Other Offices.................................................................1
         Section 1.3  Books and Records.............................................................1
         Section 1.4  Certain Definitions...........................................................1

ARTICLE II Action By Stockholders...................................................................1
         Section 2.1  Annual Meetings...............................................................1
         Section 2.2  Special Meetings..............................................................2
         Section 2.3  Place of Meetings.............................................................2
         Section 2.4  Notice of Meetings; Postponement or Cancellation..............................2
         Section 2.5  Quorum and Adjournment........................................................2
         Section 2.6  Proxies.......................................................................3
         Section 2.7  Notice of Stockholder Nominations and Other Proposed Stockholder Action.......3
         Section 2.8  Procedure for Election of Directors and Other Stockholder Votes...............6
         Section 2.9  Vote Required for Stockholder Action..........................................6
         Section 2.10  No Stockholder Action by Written Consent.....................................6

ARTICLE III Board of Directors......................................................................7
         Section 3.1  General Powers................................................................7
         Section 3.2  Number and Tenures of Directors...............................................7
         Section 3.3  Regular Meetings..............................................................7
         Section 3.4  Special Meetings..............................................................7
         Section 3.5  Notice of Meetings............................................................8
         Section 3.6  Action by Written Consent In Lieu of a Meeting................................8
         Section 3.7  Telephonic Participation in Meetings..........................................8
         Section 3.8  Quorum; Vote Required for Action..............................................8
         Section 3.9  Vacancies.....................................................................9
         Section 3.10  Board Approval Policies......................................................9
         Section 3.11  Committees of the Board of Directors.........................................9
         Section 3.12  Removal.....................................................................11
         Section 3.13  Minutes of the Board and Certain Other Records..............................11

ARTICLE IV Officers................................................................................12
         Section 4.1  Officers.....................................................................12
         Section 4.2  Election and Term of Office..................................................12
         Section 4.3  Chairman of the Board; Vice Chairmen of the Board............................12
         Section 4.4  Chief Executive Officer and President........................................13
         Section 4.5  Vice Presidents..............................................................13


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         Section 4.6  Chief Financial Officer; Assistant Financial Officers........................13
         Section 4.7  General Counsel; Associate General Counsel...................................13
         Section 4.8  Secretary; Assistant Secretaries.............................................14
         Section 4.9  Agents; Employees............................................................14
         Section 4.10  Removal.....................................................................14
         Section 4.11  Vacancies...................................................................15

ARTICLE V Indemnification of Directors, Officers, Employees and Agents.............................15
         Section 5.1  Indemnification Respecting Third Party Claims................................15
         Section 5.2  Indemnification Respecting Derivative Claims.................................16
         Section 5.3  Determination of Entitlement to Indemnification..............................17
         Section 5.4  Right to Indemnification In Certain Circumstances............................17
         Section 5.5  Advances of Expenses.........................................................18
         Section 5.6  Indemnification Not Exclusive................................................18
         Section 5.7  Corporate Obligations; Reliance..............................................18
         Section 5.8  Accrual of Claims; Successors................................................18
         Section 5.9  Insurance....................................................................19
         Section 5.10  Definitions of Certain Terms................................................19

ARTICLE VI Stock Certificates and Transfers........................................................19
         Section 6.1  Stock Certificates and Transfers.............................................19
         Section 6.2  Lost, Stolen or Destroyed Certificates.......................................20

ARTICLE VII Contracts, Proxies, Etc................................................................20
         Section 7.1  Contracts....................................................................20
         Section 7.2  Proxies......................................................................20

ARTICLE VIII Miscellaneous Provisions..............................................................21
         Section 8.1  Fiscal Year..................................................................21
         Section 8.2  Dividends....................................................................21
         Section 8.3  Seal.........................................................................21
         Section 8.4  Waiver of Notice.............................................................21
         Section 8.5  Annual Audit.................................................................21
         Section 8.6  Resignations.................................................................21

ARTICLE IX Amendments..............................................................................21
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                                     BYLAWS
                                       OF
                                  PROPEL, INC.
                            (As of_______ ___, 2000)

             (Incorporated under the Laws of the State of Delaware)


                                    ARTICLE I

                    OFFICES AND RECORDS; CERTAIN DEFINITIONS

                  Section I.1 DELAWARE OFFICE. The principal office of the
Corporation in the State of Delaware shall be located in the City of Wilmington,
County of New Castle, and the name and address of its registered agent is The
Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County
of New Castle.

                  Section I.2 OTHER OFFICES. The Corporation may have such other
offices, either within or without the State of Delaware, as the business of the
Corporation may from time to time require and as may be authorized by the Board
of Directors or the officers.

                  Section I.3 BOOKS AND RECORDS. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors or officers.

                  Section I.4 CERTAIN DEFINITIONS. Except where otherwise
explicitly provided, all references herein to the "CERTIFICATE OF INCORPORATION"
shall mean the certificate of incorporation of the Corporation as from time to
time amended or restated and in effect (including any certificates of
designations (a "PREFERRED STOCK DESIGNATION") filed under Section 151(g) (or
any successor provision) of the General Corporation Law of the State of
Delaware, as amended and in effect from time to time (the "DGCL")), starting
with the Amended and Restated Certificate of Incorporation dated______ __, 2000
in effect on the date these Bylaws become effective. In the event of any
amendment of these Bylaws that does not involve a complete restatement thereof,
any reference herein to "THE BYLAWS" or "THESE BYLAWS" or "HEREIN", or "HEREOF"
or a like reference shall refer to these Bylaws as so amended.

                                   ARTICLE II

                             ACTION BY STOCKHOLDERS

                  Section II.1 ANNUAL MEETINGS. The Annual Meeting of
Stockholders of the Corporation for the election of directors and to act on such
other matters as may properly be brought before the meeting shall be held on
such date and at such time as may be fixed by resolution of the Board of
Directors, except as may otherwise be provided by law.

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                  Section II.2 SPECIAL MEETINGS. Except as otherwise required by
law and subject to the rights of the holders of any class or series of stock
having a preference over the common stock as to dividends or distributions upon
liquidation, special meetings of stockholders of the Corporation of any class or
series for any purpose or purposes may be called only by the Board of Directors
pursuant to a resolution stating the purpose or purposes thereof approved by a
majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (the "WHOLE BOARD"); PROVIDED,
HOWEVER, that, in addition, prior to the "TRIGGER DATE" (as defined in the
Certificate of Incorporation), the Secretary of the Corporation shall call a
special meeting of stockholders promptly upon request by Motorola, Inc., a
Delaware corporation ("MOTOROLA"), or any of its affiliates (as defined in
Section 2.7 of these Bylaws), in each case if such entity is a common
stockholder of the Corporation. No business other than that stated in the notice
shall be transacted at any special meeting.

                  Section II.3 PLACE OF MEETINGS. The Board of Directors shall
designate the place of meeting for any annual meeting or for any special meeting
of the stockholders. If no designation is so made, the place of meeting shall be
the principal office of the Corporation.

                  Section II.4 NOTICE OF MEETINGS; POSTPONEMENT OR CANCELLATION.
Written notice of a meeting of stockholders, stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given, either personally or by mail, by
the Corporation not less than 10 calendar days nor more than 60 calendar days
before the date of the meeting to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at such person's address as it appears on the stock transfer books
of the Corporation. Such further notice shall be given as may be required by
law. Only such business shall be conducted at a special meeting of stockholders
of which notice shall have been given in accordance herewith. Any proper matter
for stockholder action may be brought before an Annual Meeting of Stockholders,
provided that notice of any such matter to be brought before the meeting by any
stockholder shall have been given to the Corporation as provided by Section 2.7
of these Bylaws. Meetings may be held without notice if all stockholders
entitled to vote are present, or if notice is waived in accordance with Section
8.4 of these Bylaws by those not present or not provided notice. Any previously
scheduled meeting of the stockholders may be postponed or cancelled, and any
special meeting of the stockholders called by the Board of Directors may be
postponed or cancelled, by resolution of the Board of Directors upon public
notice given prior to the date previously scheduled for such meeting of
stockholders.

                  Section II.5 QUORUM AND ADJOURNMENT. Except as otherwise
provided by law or by the Certificate of Incorporation, the holders of a
majority of the voting power of all outstanding shares of the Corporation
entitled to vote generally in the election of directors ("VOTING STOCK"),
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders, except that, when specified business is to be voted on by one or
more classes or series of stock voting as a class, unless otherwise provided by
law or the Certificate of Incorporation, the holders of a majority of the voting
power on such matter of the shares of all such classes or series shall
constitute

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a quorum for the transaction of such business. Any meeting may be adjourned
from time to time, whether or not there is a quorum, either (i) in the
discretion of the Chairman of the meeting where necessary for the proper and
orderly conduct of the meeting (including, without limitation, where necessary
to tabulate any vote the tabulation of which is necessary for the continued
conduct of the meeting) or (ii) by vote of the holders of a majority of the
voting power of the shares of stock present at the meeting. Other than an
announcement at the meeting of the time and place of the adjourned meeting, no
notice of the time and place of adjourned meetings need be given except as
required by law. The stockholders present at a duly called meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, provided that the vote required for the taking of any particular
stockholder action shall nonetheless continue to be required for such action.

                  Section II.6 PROXIES. At all meetings of stockholders, a
stockholder may vote by proxy in writing (or in such other form as permitted by
the DGCL) executed by the stockholder or by the stockholder's duly authorized
attorney-in-fact.

                  Section II.7 NOTICE OF STOCKHOLDER NOMINATIONS AND OTHER
PROPOSED STOCKHOLDER ACTION.

                  (a)      ANNUAL MEETINGS OF STOCKHOLDERS.

                           (1) Nominations of persons for election as directors
                  and the proposal of matters to be considered and voted on by
                  the stockholders at an Annual Meeting of Stockholders may be
                  made only (i) by or at the direction of the Board of
                  Directors, or (ii) by any stockholder of the Corporation who
                  was a stockholder of record at the time of giving the notice
                  required by this Section and who shall be entitled to vote at
                  the meeting (or a duly authorized proxy therefor) and who
                  complies with the notice procedures set forth in this Section.

                           (2) For nominations or other proposals to be properly
                  brought before an Annual Meeting of Stockholders by a
                  stockholder pursuant to paragraph (a)(1) of this Section, the
                  stockholder must have given timely notice thereof (including
                  the information required hereby) in writing to the Secretary
                  of the Corporation and any such proposal must otherwise be a
                  proper matter for stockholder action. To be timely, a
                  stockholder's notice shall be delivered to the Secretary at
                  the principal executive offices of the Corporation not later
                  than the close of business on the 90th calendar day nor
                  earlier than the close of business on the 120th calendar day
                  prior to the first anniversary of the preceding year's annual
                  meeting; PROVIDED, HOWEVER, that in the event that the date of
                  the annual meeting is more than 30 calendar days before or
                  more than 60 calendar days after such anniversary date, notice
                  by the stockholder to be timely must be so delivered not
                  earlier than the close of business on the 120th calendar day
                  prior to such annual meeting and not later than the close of
                  business on the later of the 90th calendar day prior to such
                  annual meeting or the 10th calendar day following the calendar
                  day on which public announcement of the date of such


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                  meeting is first made by the Corporation. For purposes of
                  determining whether a stockholder's notice shall have been
                  delivered in a timely manner for the annual meeting of
                  stockholders in 2001, to be timely, a stockholder's notice
                  shall have been delivered not later than the close of business
                  on________ __, 2000 nor earlier than the close of business on
                  ________ __, 2000. In no event shall the public announcement
                  of an adjournment of an annual meeting commence a new time
                  period for the giving of a stockholder's notice of a
                  nomination or proposed action as described above. Such
                  stockholder's notice shall set forth: (a) as to each person
                  whom the stockholder proposes to nominate for election or
                  reelection as a director, all information relating to such
                  person that is required to be disclosed in solicitations of
                  proxies for election of directors in an election contest, or
                  is otherwise required, in each case pursuant to Regulation
                  14A under the Securities Exchange Act of 1934, as amended (the
                  "EXCHANGE ACT"), and Rule 14a-11 thereunder (or any successor
                  provision of law), including such person's written consent to
                  being named as a nominee and to serving as a director if
                  elected; (b) as to any other business that the stockholder
                  proposes to bring before the meeting, a brief description of
                  the business desired to be brought before the meeting, the
                  reasons for conducting such business at the meeting and any
                  material interest in such business of such stockholder and of
                  any of such stockholder's affiliates (as defined below) and
                  of any person who is the beneficial owner (as defined below),
                  if any, of such stock; and (c) as to the stockholder giving
                  the notice and each beneficial owner, if any, of such stock,
                  the name and address of such stockholder, as they appear on
                  the Corporation's stock ownership records, and the name and
                  address of each beneficial owner of such stock and the class
                  and number of shares of capital stock the Corporation which
                  are owned of record or beneficially by each such person.

                           (3) Notwithstanding anything in the second sentence
                  of paragraph (a)(2) of this Section to the contrary, in the
                  event that the number of directors to be elected to the Board
                  of Directors of the Corporation at an annual meeting of
                  stockholders is increased and there is no public announcement
                  by the Corporation specifying the increased size of the Board
                  of Directors at least 100 calendar days prior to the first
                  anniversary of the preceding year's annual meeting, a
                  stockholder's notice required by this Section shall also be
                  considered timely, but only with respect to nominees for any
                  new positions created by such increase, if it shall be
                  delivered to the Secretary of the Corporation at the principal
                  executive offices of the Corporation not later than the close
                  of business on the 10th calendar day following the day on
                  which such public announcement is first made by the
                  Corporation.

                  (b) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall
         be conducted at a special meeting of stockholders as shall have been
         brought before the meeting pursuant to the Corporation's notice of
         meeting under Section 2.4 of these Bylaws. Nominations of persons for
         election to the Board of Directors at a special meeting of stockholders
         at which directors are to be elected pursuant to the Corporation's
         notice of meeting may be made only (i) by or at the direction of the
         Board of Directors or (ii) provided that the Board of Directors


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         has determined that directors shall be elected at such meeting, by any
         stockholder of the Corporation who is a stockholder of record at the
         time of giving the notice required by this Section and who shall be
         entitled to vote at the meeting (or a duly authorized proxy therefor)
         and who complies with the notice procedures set forth in this Section.
         In the event the Corporation calls a special meeting of stockholders
         for the purpose of electing one or more directors to the Board of
         Directors, for nominations to be properly brought before the special
         meeting by a stockholder pursuant to this paragraph, the stockholder
         must give notice thereof containing the information required in the
         case of a nomination to be made by a stockholder at an annual meeting
         of stockholders by paragraph (a)(2) of this Section to the Secretary of
         the Corporation at the principal executive offices of the Corporation
         not earlier than the close of business on the 120th calendar day prior
         to such special meeting and not later than the close of business on the
         later of the 90th calendar day prior to such special meeting or the
         10th calendar day following the day on which public announcement is
         first made of the date of the special meeting and of the nominees
         proposed by the Board of Directors to be elected at such meeting. In no
         event shall the public announcement of an adjournment of a special
         meeting commence a new time period for the giving of a stockholder's
         notice of a nomination as described above.

                  (c)      GENERAL.

                           (1) Only such persons who are nominated in accordance
                  with the procedures set forth in this Section shall be
                  eligible to serve as directors and only such business shall be
                  conducted at a meeting of stockholders as shall have been
                  brought before the meeting in accordance with the procedures
                  set forth in this Section. Except as otherwise provided by
                  law, the Certificate of Incorporation or these Bylaws, the
                  Chairman of the meeting shall have the power and duty to
                  determine whether a nomination or any business proposed to be
                  brought before the meeting was made or proposed, as the case
                  may be, in accordance with the procedures set forth in this
                  Section and, if any proposed nomination or business is not in
                  compliance with this Section, to declare that such defective
                  proposal or nomination shall be disregarded.

                           (2) For purposes of this Section, "AFFILIATE" in
                  respect of a person shall mean another person who controls, is
                  controlled by or is under common control with such person and
                  the term "BENEFICIALLY OWNS" (and variations thereof) shall
                  have the same meaning as when used in Section 13(d) of the
                  Exchange Act and Regulation 13D-G thereunder (or any successor
                  provision of law). For purposes of this Section, "PUBLIC
                  ANNOUNCEMENT" shall mean disclosure in a press release
                  reported by the Dow Jones News Service, Associated Press or
                  comparable national news service or in a document publicly
                  filed by the Corporation with the Securities and Exchange
                  Commission pursuant to Section 13, 14 or 15(d) of the Exchange
                  Act.

                           (3) Notwithstanding the foregoing provisions of this
                  Section, (i) a stockholder shall also be required to comply
                  with all applicable requirements of the


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                  Exchange Act and the rules and regulations thereunder with
                  respect to the matters set forth in this Section and nothing
                  contained herein shall constitute a waiver by the Corporation
                  or any stockholder of compliance therewith and (ii) nothing in
                  this Section shall be deemed to affect any rights (A) of
                  stockholders to request inclusion of proposals in the
                  Corporation's proxy statement pursuant to Rule 14a-8 under the
                  Exchange Act (or any successor provision of law) or (B) of the
                  holders of any series of preferred stock to elect directors in
                  accordance with the provision of an applicable Preferred Stock
                  Designation.

                           (4) Notwithstanding the foregoing provisions of this
                  Section, any common stockholder who, together with its
                  affiliates, owns shares of common stock entitled to exercise a
                  majority of the voting power which all outstanding shares of
                  Voting Stock are entitled to exercise in the election of
                  directors may nominate one or more individuals for election as
                  directors by giving to the Secretary of the Corporation in
                  writing notice only of the name and business or residence
                  address of its nominee or nominees, including each such
                  individual's written consent to being named as a nominee and
                  to serving as a director if elected, not later than five days
                  before the day on which the meeting for the election of
                  directors is scheduled to be held.

                  Section II.8 PROCEDURE FOR ELECTION OF DIRECTORS AND OTHER
STOCKHOLDER VOTES. Election of directors at all meetings of the stockholders at
which directors are to be elected shall be by ballot only if required by the
Chairman of the meeting. The Board of Directors by resolution shall appoint, or
shall authorize an officer of the Corporation to appoint, one or more inspectors
of election with respect to all votes at any annual or special meeting of
stockholders, which inspector or inspectors may include individuals who serve
the Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives. One or more persons may be designated as
alternate inspector(s) to replace any inspector who fails to act. If no
inspector or alternate has been appointed to act or is able to act at a meeting
of stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging such
person's duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of such person's
ability. The inspector(s) shall collect any ballots and tabulate all votes and
make a report thereon and shall have the other duties prescribed by law. The
Chairman of the meeting shall fix and announce at the meeting the time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at the meeting, provided, however, that procedural matters may be
voted on by voice vote or other means, without a tabulation of votes.

                  Section II.9 VOTE REQUIRED FOR STOCKHOLDER ACTION. Subject to
the rights (if any) of the holders of any series of preferred stock to elect
directors from time to time as provided by the Certificate of Incorporation, a
plurality of the votes cast in favor of a nominee at the meeting shall be
required for, and sufficient to, elect a director. Except as otherwise provided
by law, the Certificate of Incorporation or these Bylaws (including with respect
to removal of directors), in all matters other than the election or removal of
directors, the affirmative vote of a majority of the


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voting power of the shares present in person or represented by proxy at a
meeting and entitled to vote on a matter presented to the meeting and voting in
favor of or against the matter presented shall be required for, and sufficient
to constitute, the act of the stockholders on such matter.

                  Section II.10 NO STOCKHOLDER ACTION BY WRITTEN CONSENT.
Effective as of the Trigger Date, except as otherwise provided pursuant to
provisions of the Certificate of Incorporation fixing the powers, privileges or
rights of any series of preferred stock in respect of action by written consent
of the holders of such series of preferred stock, any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of such holders and may not be effected
by any consent in writing by such holders. Prior to the Trigger Date, action of
the stockholders or any class or classes, or series thereof, may be taken by
written consent as permitted by law.

                                  ARTICLE III

                              BOARD OF DIRECTORS

                  Section III.1 GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws required to be exercised or
done by the stockholders.

                  Section III.2 NUMBER AND TENURES OF DIRECTORS. Except as
otherwise fixed by or pursuant to provisions of the Certificate of Incorporation
relating to the rights of the holders of any class of preferred stock or series
thereof with respect to the election of additional directors under specified
circumstances, the number of the directors of the Corporation shall be fixed
from time to time exclusively pursuant to a resolution adopted by a majority of
the Whole Board (but shall not be less than three); PROVIDED, HOWEVER, that (i)
no reduction in the number of directors shall reduce the term of office of any
director then in office and (ii) before the Trigger Date action by the Board of
Directors fixing the number of directors shall require the affirmative vote of
80% of the Whole Board. The directors, other than those who may be elected by
the holders of any class of preferred stock or any series thereof, shall be
classified with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, one class to be originally
elected for a term expiring at the annual meeting of stockholders to be held in
2001, another class to be originally elected for a term expiring at the annual
meeting of stockholders to be held in 2002, and another class to be originally
elected for a term expiring at the annual meeting of stockholders to be held in
2003, with a director of each class to hold office until his or her successor is
duly elected and qualified (such classification by the Board of Directors to be
effective upon the date shares of common stock of the Corporation are first
publicly held). At each succeeding annual meeting of stockholders, directors
elected to succeed those directors whose terms then expire shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders after their election (and until such person's successor shall have
been duly elected and qualified).


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                  Section III.3 REGULAR MEETINGS. The Board of Directors may,
by resolution, provide the time and place for the holding of regular meetings
without other notice than such resolution.

                  Section III.4 SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called by the Chairman of the Board, any Vice Chairman of
the Board (if any), the President or any three directors then in office. The
person or persons authorized to call a special meeting of the Board of Directors
may fix the place, date and time of the meeting. Upon request by the person or
persons authorized to call a special meeting, the Secretary shall give any
requisite notice for the meeting.

                  Section III.5 NOTICE OF MEETINGS. Notice of any special
meeting of directors shall be given to each director in a writing addressed to
such person's business address or principal residence (as the Secretary has most
recently been advised of) and sent by hand delivery, first-class or overnight
mail or courier service, telegram or facsimile transmission, or given to the
director orally. If mailed by first-class mail, such notice shall be deemed
adequately delivered when deposited in the United States mails so addressed,
with postage thereon prepaid, at least 5 calendar days before such meeting. If
by telegram, overnight mail or courier service, such notice shall be deemed
adequately delivered when the telegram is delivered to the telegraph company or
the notice is delivered to the overnight mail or courier service company at
least 48 hours before such meeting. If by facsimile transmission, such notice
shall be deemed adequately delivered when the notice is transmitted at least 24
hours before such meeting. If given orally (by telephone or in person) or by
hand delivery, the notice shall be given at least 24 hours prior to the time set
for the meeting. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice of such meeting. A meeting may be held at any time without notice if
all the directors then in office are present or if all directors then in office
waive in writing notice of the meeting either before or after such meeting.

                  Section III.6 ACTION BY WRITTEN CONSENT IN LIEU OF 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 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.

                  Section III.7 TELEPHONIC PARTICIPATION IN MEETINGS. Members of
the Board of Directors or any committee thereof may participate in a meeting of
the Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting; PROVIDED, HOWEVER, that provision
of such means for telephonic participation shall be in the discretion of the
Board of Directors.

                  Section III.8 QUORUM; VOTE REQUIRED FOR ACTION. Subject to
Section 3.9 of these Bylaws, a quorum for the transaction of business by the
Board of Directors at a meeting thereof shall, prior to the Trigger Date, be 80%
of the Whole Board and, on and after the Trigger Date, be a majority of the
Whole Board, but, if at any meeting of the Board of Directors there shall be
less than a quorum present, a majority of the directors present may adjourn the
meeting from time to time


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without notice to all the directors not present of the time and place of the
adjourned meeting; PROVIDED, HOWEVER, that (i) no adjourned meeting shall
continue past the date for which the next notice of meeting is given or the
next regular meeting is scheduled and (ii) prior to the Trigger Date, if all
the directors then in office waive in writing before or after a meeting the
requirement that 80% of the Whole Board shall constitute a quorum, a majority
of the Whole Board shall be sufficient to constitute a quorum. Except as
otherwise provided in the Certificate of Incorporation or these Bylaws
(including, without limitation, Section 3.10 of these Bylaws), the affirmative
vote of the majority of the directors present at a meeting at which a quorum is
present when the meeting is convened shall be the act of the Board of
Directors. The directors present at a duly convened meeting may continue to
transact business until adjournment, notwithstanding the withdrawal from the
meeting of enough directors to leave less than a quorum, provided that the
votes required for the taking of any particular action shall nonetheless
continue to be required for such action to be taken.

                  Section III.9 VACANCIES. Except as otherwise provided for or
fixed by or pursuant to provisions of the Certificate of Incorporation relating
to the rights of the holders of any class or preferred stock or series thereof
with respect to the election of additional directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting for
any reason shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors; PROVIDED, HOWEVER, that, prior to the Trigger Date, the
affirmative vote of at least 80% of the remaining directors then in office, even
though less than a quorum of the Board of Directors, shall be required to fill
vacancies on the Board resulting from any increase in the number of directors or
for any other reason. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been duly elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

                  Section III.10 BOARD APPROVAL POLICIES. The Board of Directors
by resolution adopted by the affirmative vote of a majority of the Whole Board
shall establish such policies for the Corporation with respect to the categories
of matters which shall require the approval of the Board of Directors or a
committee thereof prior to the Corporation taking action to put such a matter
into effect, as the Board of Directors shall from time to time consider
appropriate for the exercise of effective oversight of the Corporation's
business and affairs by the Board of Directors. Any such resolution or
resolutions may provide that the approval by the Board of Directors required for
a particular category of matter shall require the affirmative vote of a number
of directors greater than that which would otherwise be required by Section 3.8
of these Bylaws (but not greater than 80% of the Whole Board) and any such
greater vote requirement established by such resolution requiring the
affirmative vote of a number of directors greater than that which would
otherwise be required by Section 3.8 of these Bylaws shall have the same force
and effect as if set forth in these Bylaws; PROVIDED, HOWEVER, that such
resolution shall have been adopted by the like affirmative vote of the Board of
Directors as that required by such resolution for such approval of the Board of
Directors; AND PROVIDED FURTHER that, (i) prior to the Trigger Date, any such
resolution establishing such Board of Directors approval policies (including any
providing for such greater vote requirement for such


                                       9
<PAGE>

approval by the Board of Directors) that has been adopted by the Board of
Directors may be rescinded or amended only by the affirmative vote of 80% of
the Whole Board and (ii) on or after the Trigger Date, any such resolution that
has been adopted by the Board of Directors may be rescinded or amended only by
the affirmative vote of a majority of the Whole Board.

                  Section III.11 COMMITTEES OF THE BOARD OF DIRECTORS.

                  (a) DESIGNATION OF COMMITTEES. The Board of Directors may by
         resolution designate one or more committees in addition to the standing
         committees of the Board of Directors hereinafter provided for,
         consisting of one or more directors of the Corporation, which, to the
         extent authorized in any resolution of the Board of Directors or these
         Bylaws and permissible under the laws of the State of Delaware and the
         Certificate of Incorporation, shall have and may exercise any or all
         the powers and authority of the Board of Directors in the management of
         the business and affairs of the Corporation; PROVIDED, HOWEVER, that,
         prior to the Trigger Date, such resolution be approved by the
         affirmative vote of at least 80% of the Whole Board. The Board of
         Directors by resolution shall have power at any time to fill vacancies
         in, to change the membership of or to dissolve any such committee;
         PROVIDED, HOWEVER, that, prior to the Trigger Date, such resolution be
         approved by the affirmative vote of at least 80% of the Whole Board.
         Any committee of the Board of Directors may authorize the seal of the
         Corporation to be affixed to any papers which may require it pertaining
         to matters within the committee's authority.

                  (b) ALTERNATE MEMBERS OF COMMITTEE. The Board of Directors may
         designate one or more directors as alternate members of any committee
         (by the same vote required to elect a regular member of the committee),
         who may replace any absent or disqualified member at any meeting of the
         committee. The presence of such an alternate at a meeting of the
         committee shall count towards the quorum for such meeting and the vote
         or consent of such an alternate shall have the same force and effect as
         that of a regular member of the committee.

                  (c) COMMITTEE PROCEDURES; QUORUM; VOTE REQUIRED FOR ACTION. A
         majority of any committee may determine its procedures for conduct of
         business and fix the time and place of its meetings, unless the Board
         of Directors shall by resolution otherwise provide. Notice of such
         meetings shall be given to each member of the committee in the same
         manner as provided for meetings of the Board of Directors by Section
         3.5 of these Bylaws. Each committee shall keep written minutes of its
         proceedings and shall report such proceedings to the Board of Directors
         when required. Except as otherwise provided by resolution of the Board
         of Directors, a quorum for the transaction of business by a committee
         at a meeting thereof shall be a majority of the members and the
         affirmative vote of a majority of the members present at a meeting at
         which a quorum is present shall be the act of the committee.

                  (d) COMMITTEES OF THE CORPORATION. Nothing herein shall be
         deemed to prevent the Board of Directors from appointing one or more
         committees consisting in whole or in


                                      10
<PAGE>

         part of one or more officers, employees or persons who are not
         directors of the Corporation to conduct any part of the business or
         affairs of the Corporation; PROVIDED, HOWEVER, that no such committee
         shall have or may exercise any authority of the Board of Directors.

                  (e) STANDING COMMITTEES. The following committees shall be
         standing committees of the Board of Directors: the Audit Committee and
         the Compensation Committee. The members and chairmen of each standing
         committee of the Board of Directors shall be elected annually by the
         Board of Directors at its first meeting after each Annual Meeting of
         Stockholders or at any other time as the Board of Directors shall
         determine, but each such committee shall have at least three members.
         No officer or employee of the Corporation or any subsidiary of the
         Corporation shall be a member of the Compensation Committee.

                  (f) AUDIT COMMITTEE. The Audit Committee shall have
         responsibility, and may exercise such powers and authority as may be
         necessary, to select, and to establish the scope of, and oversee the
         annual audit to be conducted by, the independent auditors for the
         Corporation and its consolidated subsidiaries, such selection for the
         ensuing calendar year to be made annually in advance of the annual
         meeting of stockholders. Such selection may be submitted to the
         stockholders for ratification or rejection at such meeting. The Audit
         Committee shall have such other responsibilities, and such powers and
         authority, as are normally incident to the functions of an audit
         committee or as may be determined by the Board of Directors. [THE
         MEMBERS OF THE AUDIT COMMITTEE SHALL NOT BE ELIGIBLE TO PARTICIPATE IN
         ANY INCENTIVE COMPENSATION PLAN FOR EMPLOYEES OF THE CORPORATION OR ANY
         OF ITS SUBSIDIARIES.]

                  (g)      COMPENSATION COMMITTEE.

                           (1) The Compensation Committee shall determine the
                  compensation of: (a) employees of the Corporation who are
                  directors of the Corporation and (b) after receiving and
                  considering the recommendation of the Chief Executive Officer
                  and President of the Corporation, all officers of the
                  Corporation or any other employee of the Corporation or any of
                  its direct or indirect subsidiaries who occupy such other
                  positions as may be designated by the committee from time to
                  time.

                           (2) Where any employee benefit or incentive
                  compensation plan affects employees of the Corporation or its
                  subsidiaries whose compensation is to be determined or is
                  subject to review by the Compensation Committee, such plan
                  shall first be submitted to the Compensation Committee for its
                  review. Any such plan or amendment or modification shall be
                  made effective with respect to such employees only if and to
                  the extent approved by the Compensation Committee. The
                  Compensation Committee also shall have and may exercise the
                  powers and authority granted to it by any incentive
                  compensation plan for employees of the Corporation or any of
                  its subsidiaries.


                                      11
<PAGE>

                           (3) The Compensation Committee shall have such powers
                  and authority as necessary to carry out the foregoing
                  responsibilities and shall have such other responsibilities,
                  and such other powers and authority, as may be determined by
                  the Board of Directors.

                  Section III.12 REMOVAL. Subject to the rights of any class of
preferred stock or series thereof to elect and remove additional directors under
specified circumstances, prior to the Trigger Date, any director may be removed
from office, with or without cause, by the affirmative vote of the holders of at
least a majority of the voting power of all Voting Stock then outstanding,
voting together as a single class and, on and after the Trigger Date, any
director may be removed from office only for cause by the affirmative vote of
the holders of at least a majority of the voting power of all Voting Stock then
outstanding, voting together as a single class.

                  Section III.13 MINUTES OF THE BOARD AND CERTAIN OTHER
RECORDS. The Board of Directors shall cause to be kept a record containing the
minutes of the proceedings of the meetings of the Board and its committees, and
of any actions thereof not taken at a meeting, and of the meetings of the
stockholders and of any actions thereof not taken at a meeting, and appropriate
stock transfer books and registers and such other books of records and accounts
as may be necessary for the proper conduct of the business of the Corporation.

                                   ARTICLE IV

                                    OFFICERS

                  Section IV.1 OFFICERS. The Board of Directors shall elect, as
officers of the Corporation, a Chairman of the Board of Directors, a Chief
Executive Officer and President, a Chief Financial Officer, a General Counsel, a
Secretary, and such other officers (including, without limitation, one or more
Vice Chairmen, a Controller, and such Vice Presidents, Senior Vice Presidents
and Executive Vice Presidents) as the Board of Directors from time to time shall
determine to be appropriate for the conduct of the Governance and affairs of the
Corporation. The Chairman of the Board shall be chosen from among the directors.
All officers elected by the Board of Directors shall each have such powers and
duties as are provided by these Bylaws and determined by the Board of Directors
or a committee thereof and, subject thereto, as customarily pertain to their
respective offices. The Board or any committee thereof may from time to time
also elect, or the Chairman of the Board or the Chief Executive Officer and
President may appoint, such subordinate officers (including one or more
Assistant Vice Presidents, Associate General Counsel, Assistant Controllers,
Assistant Secretaries and Assistant Financial Officers), as the Board or such
officer shall determine to be appropriate for the conduct of the business and
affairs of the Corporation, provided that the Board of Directors shall be
notified of the appointment by the Chairman of the Board or the Chief Executive
Officer and President of any such subordinate officer. Such subordinate officers
shall have such duties and shall hold their offices for such terms as shall be
prescribed by the Board or a committee thereof or, if appointed thereby, by the
Chairman of the Board or Chief Executive Officer and President, as the case may
be. Two or more offices may be held by one individual.


                                      12
<PAGE>

                  Section IV.2 ELECTION AND TERM OF OFFICE. The elected officers
of the Corporation shall be elected annually by the Board of Directors at the
regular meeting of the Board of Directors held after the annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until such person's successor shall have been duly elected and shall
have qualified or until such person's death or incapacity or until he shall
resign or be removed pursuant to Section 4.10 of these Bylaws.

                  Section IV.3 CHAIRMAN OF THE BOARD; VICE CHAIRMEN OF THE
BOARD. The Chairman of the Board shall (if present) preside at all meetings of
the stockholders and of the Board of Directors. Except where by law the
signature of the Chief Executive Officer and President is required, the
Chairman of the Board shall possess the same power as the Chief Executive
Officer and President to sign all contracts, certificates and other
instructions of the Corporation which may be authorized by the Board of
Directors. During the absence or disability of the Chief Executive Officer and
President, the Chairman may exercise all the powers and discharge all the
duties of the Chief Executive Officer and President. The Chairman of the Board
of Directors shall also perform such other duties and may exercise such other
powers as may from time to time by assigned by these Bylaws or by the Board of
Directors. The directors also may elect one or more Vice-Chairmen to act in the
place of the Chairman upon his or her absence or inability to act and to have
such other responsibilities, and powers and authority, as may be determined by
the Board of Directors.

                  Section IV.4 CHIEF EXECUTIVE OFFICER AND PRESIDENT. The Chief
Executive Officer and President shall be responsible for the general supervision
of the management and the policies and affairs of the Corporation, shall perform
the duties, and have the powers and authority customarily incidental to such
office all such other duties, powers and authority as are determined by the
Board of Directors, and shall supervise the day-to-day operations of the
Corporation. The Chief Executive Officer and President of the Corporation shall
be responsible to keep the Board of Directors reasonably informed about the
business and affairs of the Corporation, and shall see that all orders and
resolutions of the Board of Directors and of any committee thereof are carried
into effect. The Chief Executive Officer and President, if he or she is also a
director, shall, in the absence of or because of the inability to act of the
Chairman of the Board, perform all duties of the Chairman of the Board and
preside at all meetings of stockholders and of the Board of Directors.

                  Section IV.5 VICE PRESIDENTS. The Board of Directors may elect
such Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, with
such powers, authority and duties, as the Board of Directors shall determine to
be appropriate for the conduct of the business and affairs of the Corporation.
The Vice Presidents shall have such power and duties and shall be subject to
such directions, as may be provided from time to time by the Board of Directors,
any committee thereof, the Chairman of the Board or the Chief Executive Officer
and President. Assistant Vice Presidents shall have such of the powers,
authority and duties of the Vice Presidents they assist as may be assigned by
the Board of Directors, a committee thereof, the Chairman of the Board, the
Chief Executive Officer and President or such Vice President and during the
absence or the disability of such Vice President, may exercise such of his or
her powers and authority and perform such of his or her duties as may be
appropriate to the conduct of the business and affairs of the Corporation.


                                      13
<PAGE>

                  Section IV.6 CHIEF FINANCIAL OFFICER; ASSISTANT FINANCIAL
OFFICERS. The Chief Financial Officer shall exercise general supervision over
the receipt, custody and disbursement of the funds, including cash-equivalent
securities, of the Corporation. The Chief Financial Officer shall cause the
funds of the Corporation to be deposited in such banks, other depository
institutions and brokerage firms as may be authorized by the Board of Directors
or designated in such manner as may be provided by resolution of the Board of
Directors. The Chief Financial Officer shall have such further powers and
duties, and shall be subject to such directions, as may be provided from time to
time by the Board of Directors, any committee thereof, the Chairman of the Board
or the Chief Executive Officer and President. Assistant Financial Officers shall
have such of the powers, authority and duties of the Chief Financial Officer as
may be assigned by the Board of Directors, a committee thereof, the Chairman of
the Board, the Chief Executive Officer and President or the Chief Financial
Officer and, during the absence or the disability of the Chief Financial
Officer, may exercise such of his or her powers and authority and perform such
of his or her duties as may be appropriate for the conduct of the business and
affairs of the Corporation.

                  Section IV.7  GENERAL COUNSEL; ASSOCIATE GENERAL COUNSEL.
The General Counsel shall be the chief legal officer of the Corporation, shall
exercise general supervision of the Corporation's legal affairs and may
represent, or designate counsel to represent, the Corporation before any court,
regulatory or investigative body or arbitral or other tribunal. The General
Counsel shall have such other powers and duties, and shall be subject to such
directions, as may be provided from time to time by the Board of Directors, any
committee thereof, the Chairman of the Board or the Chief Executive Officer and
President. Associate General Counsels shall have such of the powers, authority
and duties of the General Counsel as may be assigned by the Board of Directors,
a committee thereof, the Chairman of the Board, the Chief Executive Officer and
President or the General Counsel and, during the absence or disability of the
General Counsel, may exercise such of his or her powers and authority and
perform such of his or her duties as may be appropriate for the conduct of the
business and affairs of the Corporation.

                  Section IV.8 SECRETARY; ASSISTANT SECRETARIES. The Secretary
shall keep or cause to be kept minutes of all meetings of the Board, the
committees of the Board and the stockholders; shall see that all notices of
meetings thereof or actions taken thereby are duly given in accordance with the
provisions of these Bylaws and as required by law; shall be custodian of the
seal of the Corporation and may cause it to be affixed to all stock certificates
of the Corporation (unless the seal of the Corporation on such certificates
shall be a facsimile, as hereinafter provided) and to all other documents to be
executed on behalf of the Corporation under its seal; shall certify or attest to
actions of the Board of Directors, the committees thereof, or the stockholders
or officers of the Corporation and shall see that all such certificates and
other documents required by law to be kept and filed are properly kept and
filed; and, in general, shall perform all the duties customarily incident to the
office of secretary of a Corporation. The Secretary shall have such other powers
and duties, and shall be subject to such directions, as may be provided from
time to time by the Board, a committee thereof the Chairman of the Board, the
Chief Executive Officer and President or, as to legal matters, the General
Counsel. Assistant Secretaries shall have such of the powers, authority and the
duties of the Secretary as may be assigned by the Board of Directors, a
committee thereof, the Chairman of the


                                      14
<PAGE>

Board, the Chief Executive Officer and President or the Secretary and during
the absence or disability of the Secretary, may exercise such of his or her
powers and authority and perform such of his or her duties as may be
appropriate for the conduct of the business and affairs of the Corporation.

                  Section IV.9 AGENTS; EMPLOYEES. The Board of Directors, a
committee thereof and each officer of the Corporation may appoint such employees
or other agents to perform any of its responsibilities and to exercise any of
its powers as may be permitted by law.

                  Section IV.10 REMOVAL. Any officer elected, or agent
appointed, by the Board of Directors or a committee thereof and any subordinate
officer or employee or agent appointed by the Board of Directors, a committee
thereof, the Chairman of the Board or Chief Executive Officer and the President
may be removed by the Board of Directors, a committee or the officer who
appointed such subordinate officer, employee or agent whenever, in the judgment
thereof, the best interests of the Corporation would be served thereby. No
officer shall have any rights against the Corporation for compensation by
virtue of such election beyond the date of the election of such person's
successor, such person's death, such person's resignation or such person's
removal, whichever event shall first occur, except as otherwise provided in an
employment or other contract or under an employee benefit plan.

                  Section IV.11 VACANCIES. A newly created office and any
vacancy in any elected office arising for any reason may be filled by the Board
of Directors or a committee thereof. Any vacancy in a subordinate office
appointed by the Chairman of the Board or the Chief Executive Officer and
President arising for any reason may be filled by the Chairman of the Board or
the Chief Executive Officer and President.


                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

                  Section V.1  INDEMNIFICATION RESPECTING THIRD PARTY CLAIMS.

                  (a) INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
         Corporation, to the fullest extent permitted and in the manner
         required, by the laws of the State of Delaware as in effect from time
         to time shall indemnify in accordance with the following provisions of
         this Article any person who was or is made a party to or is threatened
         to be made a party to any threatened, pending or completed action, suit
         or proceeding (including any appeal thereof), whether civil, criminal,
         administrative, regulatory or investigative in nature (other than an
         action by or in the right of the Corporation), by reason of the fact
         that such person is or was a director or officer of the Corporation,
         or, if at a time when he or she was a director or officer of the
         Corporation, is or was serving at the request of, or to represent the
         interests of, the Corporation as a director, officer, partner, member,
         trustee, fiduciary, employee or agent (a "SUBSIDIARY OFFICER") of
         another corporation, partnership, joint venture, limited liability


                                      15
<PAGE>

         company, trust, employee benefit plan or other enterprise including any
         charitable or not-for-profit public service organization or trade
         association (an "AFFILIATED ENTITY"), against expenses (including
         attorneys' fees and disbursements), costs, judgments, fines, penalties
         and amounts paid in settlement actually and reasonably incurred by such
         person in connection with such action, suit or proceeding if such
         person acted in good faith and in a manner such person 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 or her conduct was unlawful;
         PROVIDED, HOWEVER, that (i) the Corporation shall not be obligated to
         indemnify a director or officer of the Corporation or a Subsidiary
         Officer of any Affiliated Entity against expenses incurred in
         connection with an action, suit, proceeding or investigation to which
         such person is threatened to be made a party but does not become a
         party unless such expenses were incurred with the approval of the Board
         of Directors, a committee thereof or the Chairman, a Vice Chairman or
         the Chief Executive Officer and President of the Corporation and (ii)
         the Corporation shall not be obligated to indemnify against any amount
         paid in settlement unless the Corporation has consented to such
         settlement. The termination of any action, suit or proceeding by
         judgment, order, settlement or 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 such
         person reasonably believed to be in or not opposed to the best
         interests of the Corporation, and, with respect to any criminal action
         or proceeding, that such person had reasonable cause to believe that
         his or her conduct was unlawful. Notwithstanding anything to the
         contrary in the foregoing provisions of this paragraph, a person shall
         not be entitled, as a matter of right, to indemnification pursuant to
         this paragraph against costs or expenses incurred in connection with
         any action, suit or proceeding commenced by such person against the
         Corporation or any Affiliated Entity or any person who is or was a
         director, officer, partner, member, fiduciary, employee or agent of the
         Corporation or a Subsidiary Officer of any Affiliated Entity in their
         capacity as such, but such indemnification may be provided by the
         Corporation in a specific case as permitted by Section 5.6 of these
         Bylaws.

                  (b) INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
         may indemnify any employee or agent of the Corporation in the manner
         and to the same or a lesser extent that it shall indemnify any director
         or officer under paragraph (a) above in this Section.

                  Section V.2  INDEMNIFICATION RESPECTING DERIVATIVE CLAIMS.

                  (a) The Corporation, to the fullest extent permitted and in
         the manner required, by the laws of the State of Delaware as in effect
         from time to time shall indemnify, in accordance with the following
         provisions of this Article, any person who was or is made a party to or
         is threatened to be made a party to any threatened, pending or
         completed action or suit (including any appeal thereof) brought by or
         in the right of the Corporation to procure a judgment in its favor by
         reason of the fact that such person is or was a director or officer of
         the Corporation, or, if at a time when he or she was a director or
         officer to the Corporation, is or was serving at the request of, or to
         represent the interests of, the Corporation as a Subsidiary Officer of
         an Affiliated Entity against expenses (including


                                      16
<PAGE>

         attorneys' fees and disbursements) and costs actually and reasonably
         incurred by such person in connection with such action or suit if such
         person acted in good faith and in a manner such person reasonably
         believed to be in or not opposed to the best interests of the
         Corporation, 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 of the State of Delaware or the
         court in which such judgment was rendered 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 and costs as the
         Court of Chancery of the State of Delaware or such other court shall
         deem proper; PROVIDED, HOWEVER, that the Corporation shall not be
         obligated to indemnify a director or officer of the Corporation or a
         Subsidiary Officer of any Affiliated Entity against expenses incurred
         in connection with an action or suit to which such person is
         threatened to be made a party but does not become a party unless such
         expenses were incurred with the approval of the Board of Directors, a
         committee thereof, or the Chairman, a Vice Chairman or the President
         of the Corporation. Notwith standing anything to the contrary in the
         foregoing provisions of this paragraph, a person shall not be
         entitled, as a matter of right, to indemnification pursuant to this
         paragraph against costs and expenses incurred in connection with any
         action or suit in the right of the Corporation commenced by such
         Person, but such indemnification may be provided by the Corporation in
         any specific case as permitted by Section 5.6 of these Bylaws.

                  (b) INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
         may indemnify any employee or agent of the Corporation in the manner
         and to the same or a lesser extent that it shall indemnify any director
         or officer under paragraph (a) above in this Section.

                  Section V.3 DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.
Any indemnification to be provided under any of paragraphs of Section 5.1 or 5.2
of these Bylaws (unless ordered by a court of competent jurisdiction) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification is proper under the circumstances because
such person has met the applicable standard of conduct set forth in such
paragraph. 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 the
action, suit or proceeding in respect of which indemnification is sought or by
majority vote of the members of a committee of the Board of Directors composed
of at least three members each of whom is not a party to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable and/or such a committee
is not established or obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders entitled to vote thereon. In the event a
request for indemnification is made by any person referred to in paragraph (a)
of Section 5.1 or 5.2 of these Bylaws, the Corporation shall use its best
efforts to cause such determination to be made not later than 90 days after such
request is made.

                  Section V.4 RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES.


                                      17
<PAGE>

                  (a) INDEMNIFICATION UPON SUCCESSFUL DEFENSE. Notwithstanding
         the other provisions of this Article, 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 any of paragraphs (a) or (b) of Section 5.1 or 5.2 of
         these Bylaws, or in defense of any claim, issue or matter therein, such
         person shall be indemnified against expenses (including attorneys' fees
         and disbursements) and costs actually and reasonably incurred by such
         person in connection therewith.

                  (b) INDEMNIFICATION FOR SERVICE AS A WITNESS. To the extent
         any person who is or was a director or officer of the Corporation has
         served or prepared to serve as a witness in any action, suit or
         proceeding (whether civil, criminal, administrative, regulatory or
         investigative in nature), including any investigation by any
         legislative body or any regulatory or self-regulatory body by which the
         Corporation's business is regulated, by reason of his or her services
         as a director or officer of the Corporation or his or her service as a
         Subsidiary Officer of an Affiliated Entity at a time when he or she was
         a director or officer of the Corporation (assuming such person is or
         was serving at the request of, or to represent the interests of, the
         Corporation as a Subsidiary Officer of such Affiliated Entity) but
         excluding service as a witness in an action or suit commenced by such
         person, the Corporation shall indemnify such person against
         out-of-pocket costs and expenses (including attorneys' fees and
         disbursements) actually and reasonably incurred by such person in
         connection therewith and shall use its best efforts to provide such
         indemnity within 45 days after receipt by the Corporation from such
         person of a statement requesting such indemnification, averring such
         service and reasonably evidencing such expenses and costs; it being
         understood, however, that the Corporation shall have no obligation
         under this Article to compensate such person for such person's time or
         efforts so expended.  The Corporation may indemnify any employee or
         agent of the Corporation to the same or a lesser extent as it may
         indemnify any director or officer of the Corporation pursuant to the
         foregoing sentence of this paragraph.

                  Section V.5  ADVANCES OF EXPENSES.

                  (a) ADVANCES TO DIRECTORS AND OFFICERS. Expenses and costs,
         incurred by any person referred to in paragraph (a) of Section 5.1 or
         5.2 of these Bylaws in defending a civil, criminal, administrative,
         regulatory or investigative action, suit or proceeding shall be paid by
         the Corporation in advance of the final disposition of such action,
         suit or proceeding upon receipt of an undertaking in writing by or on
         behalf of such person to repay such amount if it shall ultimately be
         determined that such person is not entitled to be indemnified in
         respect of such costs and expenses by the Corporation as authorized by
         this Article.

                  (b) ADVANCES TO EMPLOYEES AND AGENTS. Expenses and costs
         incurred by any person referred to in paragraph (b) of Section 5.1 or
         5.2 of these Bylaws in defending a civil, criminal, administrative,
         regulatory or investigative action, suit or proceeding may be paid by
         the Corporation in advance of the final disposition of such action,
         suit or proceeding as authorized by the Board of Directors, a committee
         thereof or an officer of the Corporation authorized to so act by the
         Board of Directors upon receipt of an undertaking in writing by


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<PAGE>

         or on behalf of such person to repay such amount if it shall ultimately
         be determined that such person is not entitled to be indemnified by the
         Corporation in respect of such costs and expenses as authorized by this
         Article.

                  Section V.6 INDEMNIFICATION NOT EXCLUSIVE. The provision of
indemnification to or the advancement of expenses and costs to any person under
this Article, or the entitlement of any person to indemnification or advancement
of expenses and costs under this Article, shall not limit or restrict in any way
the power of the Corporation to indemnify or advance expenses and costs to such
person in any other way permitted by law or be deemed exclusive of, or
invalidate, any right to which any person seeking indemnification or advancement
of expenses and costs may be entitled under any law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's capacity as an officer, director, employee or agent of the Corporation
and as to action in any other capacity.

                  Section V.7 CORPORATE OBLIGATIONS; RELIANCE. The provisions of
this Article shall be deemed to create a binding obligation on the part of the
Corporation to the persons who from time to time are elected officers or
directors of the Corporation, and such persons in acting in their capacities as
officers or directors of the Corporation or Subsidiary Officers of any
Affiliated Entity shall be entitled to rely on such provisions of this Article,
without giving notice thereof to the Corporation.

                  Section V.8 ACCRUAL OF CLAIMS; SUCCESSORS. The
indemnification provided or permitted under the foregoing provisions of this
Article shall or may, as the case may be, apply in respect of any expense,
cost, judgment, fine, penalty or amount paid in settlement, whether or not the
claim or cause of action in respect thereof accrued or arose before or after
the effective date of such provisions of this Article. The right of any person
who is or was a director, officer, employee or agent of the Corporation to
indemnification or advancement of expenses as provided under the foregoing
provisions of this Article shall continue after he or she shall have ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, distributees, executors, administrators and other legal representatives
of such person.

                  Section V.9 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,
or to represent the interests of, the Corporation as a Subsidiary Officer of
any Affiliated Entity, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article or applicable law.

                  Section V.10 DEFINITIONS OF CERTAIN TERMS. For purposes of
this Article, (i) references to "the Corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed into the Corporation in a consolidation
or merger if such corporation would have been permitted (if its corporate
existence had continued) under applicable law to indemnify its directors,
officers, employees or agents, so that


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<PAGE>

any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request, or to represent
the interests of, such constituent corporation as a director, officer, employee
or agent of any Affiliated Entity shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued; (ii) references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; (iii) references to "serving at the request of the Corporation"
shall include any service as a director, officer, partner, member, trustee,
fiduciary, employee or agent of the Corporation or any Affiliated Entity which
service imposes duties on, or involves services by, such director, officer,
partner, member, trustee, fiduciary, employee or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and (iv) a person
who acted in good faith and in a manner such person reasonably believed to be
in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interest of the Corporation" as referred to in this Article.


                                   ARTICLE VI

                        STOCK CERTIFICATES AND TRANSFERS

                  Section VI.1 STOCK CERTIFICATES AND TRANSFERS. The interest
of each stockholder of the Corporation shall be evidenced by certificates for
shares of stock in such form as the Board of Directors or appropriate officers
of the Corporation may from time to time prescribe in accordance with the DGCL,
the Certificate of Incorporation and these Bylaws, provided that the Board of
Directors may provide by resolution that some or all of any or all classes or
series of stock of the Corporation shall be uncertificated. Any such
resolution, however, shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation. Notwithstanding the
adoption of a resolution by the Board of Directors providing that shares of any
class or series of stock of the Corporation shall be uncertificated, every
holder of uncertificated shares shall be entitled to receive from the
Corporation a certificate representing the number of shares registered in such
holder's name. The shares of the stock of the Corporation shall be transferred
on the books of the Corporation by the holder thereof in person or by such
person's attorney, upon surrender for cancellation of certificates for at least
the same number of shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, with such proof of the authenticity
of such signature as the Corporation or its agents may reasonably require. The
certificates of stock shall be signed, countersigned and registered in such
manner as required by the DGCL and as the Board of Directors may by resolution
prescribe.

                  Section VI.2 LOST, STOLEN OR DESTROYED CERTIFICATES. No
certificate for shares of stock in the Corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the Corporation of a bond of indemnity in such amount (if any), upon such
terms and secured by such surety, as the Board of Directors or an appropriate
officer may in its, his or her discretion require.


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<PAGE>

                                  ARTICLE VII

                            CONTRACTS, PROXIES, ETC.

                  Section VII.1 CONTRACTS. Except as otherwise explicitly
prohibited or required by law, the Certificate of Incorporation or these Bylaws,
any contract or other instrument may be executed and delivered in the name and
on the behalf of the Corporation, and under its corporate seal, by such officer
or officers, or such employee or employees or other agent or agents, of the
Corporation as by or pursuant to these Bylaws may be authorized to act on the
subject matter thereof, (and within any such limits as may have been established
by the Board of Directors) without further specific direction thereunto from the
Board of Directors.

                  Section VII.2 PROXIES. Unless otherwise provided by resolution
adopted by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer and President or any Vice President may from time to time act
or appoint an attorney or attorneys or agent or agents of the Corporation to
act, in the name and on behalf of the Corporation, to cast any votes which the
Corporation may be entitled to cast as the holder of stock or other securities
in any other corporation or other company, at meetings of the holders of the
stock or other securities of such other company, or to consent in writing, in
the name of the Corporation as such holder, to any action by such other company
or to waiver of any notice, or to exercise or waive any right appurtenant to
such stock or other securities and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent or
waiver or exercising or waiving any such right, and may execute or cause to be
executed, in the name and on behalf of the Corporation and under its corporate
seal or otherwise, all such written proxies or other instruments as he may deem
appropriate for the conduct of the business and affairs of the Corporation.


                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

                  Section VIII.1 FISCAL YEAR. The fiscal year of the Corporation
shall begin on the first day of January and end on the last day of December of
each year.

                  Section VIII.2 DIVIDENDS. The Board of Directors may from time
to time declare, and the Corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions provided by law and the
Certificate of Incorporation.

                  Section VIII.3 SEAL. The corporate seal shall have inscribed
thereon the words Corporate Seal, the year of incorporation and the word
Delaware.

                  Section VIII.4 WAIVER OF NOTICE. Whenever any notice is
required to be given to any stockholder or director of the Corporation under
the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the


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<PAGE>

giving of such notice. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of notice of
such meeting.

                  Section VIII.5 ANNUAL AUDIT. The accounts, books and records
of the Corporation and its consolidated subsidiaries shall be audited upon the
conclusion of each fiscal year by a firm of independent certified public
accountants selected by the Audit Committee of the Board of Directors, and it
shall be the duty of the Board of Directors to cause such audit to be done
annually.

                  Section VIII.6 RESIGNATIONS. Any director or any officer,
whether elected or appointed, may resign at any time by giving written notice
of such resignation to the Chairman of the Board, the President, or the
Secretary, and such resignation shall be deemed to be effective as of the close
of business on the date said notice is received by the Chairman of the Board,
the Chief Executive Officer and President, or the Secretary, or at such later
time as is specified therein. No acceptance or other formal action shall be
required of the Board of Directors, the stockholders or any officers to make
any such resignation effective.


                                   ARTICLE IX

                                   AMENDMENTS

                  These Bylaws may be altered or repealed and new Bylaws may be
adopted (i) at any annual or special meeting of stockholders by the affirmative
vote of the holders of a majority of the voting power of the stock issued and
outstanding and entitled to vote thereon; PROVIDED, HOWEVER, that any proposed
alteration or repeal of, or the adoption of any Bylaw inconsistent with, any of
Section 2.2, 2.7 or 2.10 of Article II or Section 3.1, 3.2, or 3.12 of Article
III or this Article IX of these Bylaws by the stockholders shall require the
affirmative vote of the holders of at least 80% of the voting power of all
Voting Stock then outstanding, voting together as a single class; AND PROVIDED,
FURTHER, that, in the case of any such stockholder action at a special meeting
of stockholders, notice of the proposed alteration, repeal or adoption of the
new Bylaw or Bylaws must be contained in the notice of such special meeting, or
(ii) by the affirmative vote of a majority of the Whole Board; PROVIDED,
HOWEVER, that, before the Trigger Date, the affirmative vote of 80% of the
Whole Board shall be required to alter or repeal any provision of these Bylaws
or to adopt any new Bylaw.


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