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                                                                     EXHIBIT 3.4

                       CAPX CORPORATIONCAPX CORPORATION

                            Incorporated Under the

                         Laws of the State of Delaware

                                    By-Laws


                                   ARTICLE I
                           MEETINGS OF STOCKHOLDERS

     Section 1.  Annual Meeting.
                 --------------
                 The annual meeting of the stockholders of CAPX Corporation
     (herein called the "Corporation") for the election of directors and for the
     transaction of such other business as may come before the meeting shall be
     held on the date and at the time fixed, from time to time, by the
     directors, provided, that the first annual meeting shall be held on a date
     within thirteen months after the organization of the Corporation, and each
     successive annual meeting shall be held on a date within thirteen months
     after the date of the preceding annual meeting.

     Section 2.  Special Meeting.
                 ---------------
                 Special meetings of the stockholders, unless otherwise
     prescribed by statute, may be called at any time by the Board or the
     Chairman of the Board or the President. The Board of Directors shall call a
     special meeting of the stockholders when requested in writing by
     stockholders holding not less than 10% of the outstanding stock of the
     corporation; such written request shall state the object of the meeting
     proposed to be held.

     Section 3.  Notice of Meetings.
                 ------------------
                 Notice of the place, date and time of the holding of each
     annual and special meeting of the stockholders and, in the case of a
     special meeting, the purpose or purposes thereof shall be given personally
     or by mail in a postage prepaid envelope to each stockholder entitled to
     vote at such meeting, not less than ten (10) nor more than sixty (60) days
     before the date of such meeting, and, if mailed, it shall be directed to
     such stockholder at his address as it appears on the records of the
     Corporation, unless he shall have filed with the Secretary of the
     Corporation a written request that notices to him be mailed to some other
     address, in which case it shall be directed to him at some other address.
     If mailed, such notice shall be deemed to be delivered when deposited in
     United States mail so addressed with postage thereon prepaid. Notice of any
     meeting of stockholders shall not be required to be given to any
     stockholder who shall attend such meeting in person or by proxy and shall
     not, at the beginning of such meeting, object to the transaction of any
     business because the meeting is not lawfully called or convened, or who
     shall, either before or after the meeting, submit a signed waiver of
     notice, in person or by proxy. Unless the Board shall fix after the
     adjournment a new record date for an adjourned meeting, notice of such
     adjourned meeting need not be given if the time and place to which the
     meeting shall be adjourned were

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     announced at the meeting at which the adjournment is taken. At the
     adjourned meeting the Corporation may transact any business which might
     have been transacted at the original meeting. If the adjournment is for
     more than thirty days, or if after the adjournment a new record date is
     fixed for the adjourned meeting, a notice of the adjourned meeting shall be
     given to each stockholder of record entitled to vote at the meeting.

     Section 4.  Place of Meetings.
                 -----------------
                 Meetings of the stockholders may be held at such place, within
     or without the State of Delaware, as the Board or other officer calling the
     same shall specify in the notice of such meeting, or in a duly executed
     waiver of notice thereof.

     Section 5.  Quorum.
                 ------
                 At all meetings of the stockholders the holders of a majority
     of the votes of the shares of stock of the Corporation issued and
     outstanding and entitled to vote shall be present in person or by proxy to
     constitute a quorum for the transaction of any business, except when
     stockholders are required to vote by class, in which event a majority of
     the issued and outstanding shares of the appropriate class shall be present
     in person or by proxy, or except as otherwise provided by statute or in the
     Certificate of Incorporation. In the absence of a quorum, the holders of a
     majority of the votes of the shares of stock present in person or by proxy
     and entitled to vote, or if no stockholder entitled to vote is present,
     then any officer of the Corporation may adjourn the meeting from time to
     time. At any such adjourned meeting at which a quorum may be present any
     business may be transacted which might have been transacted at the meeting
     as originally called.

     Section 6.  Organization.
                 ------------
                 At each meeting of the stockholders the Chairman of the Board,
     or in his absence or inability to act, the President, or in the absence or
     inability to act of the Chairman of the Board and the President, a Vice
     President, or in the absence of all the foregoing, any person chosen by a
     majority of those stockholders present, shall act as chairman of the
     meeting. The Secretary, or, in his absence or inability to act, the
     Assistant Secretary or any person appointed by the chairman of the meeting,
     shall act as secretary of the meeting and keep minutes thereof.

     Section 7.  Order of Business.
                 -----------------
                 The order of business at all meetings of the stockholders shall
     be as determined by the Chairman of the meeting.

     Section 8.  Voting.
                 ------
                 Except as otherwise provided by statute, the Certificate of
     Incorporation, or any certificate duly filed in the office of the Secretary
     of State of Delaware, each holder of record of shares of stock of the
     Corporation having voting power shall be entitled at each meeting of the
     stockholders to one vote for every share of such stock standing in his name
     on the record of stockholders of the Corporation on the date fixed by the
     Board as the record


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     date for the determination of the stockholders who shall be entitled to
     notice of and to vote at such meeting; or if such record date shall not
     have been so fixed, then at the close of business on the day next preceding
     the day on which the meeting is held; or each stockholder entitled to vote
     at any meeting of stockholders may authorize another person or persons to
     act for him by a proxy signed by such stockholder or his attorney-in-fact.
     Any such proxy shall be delivered to the secretary of such meeting at or
     prior to the time designated in the order of business for so delivering
     such proxies. No proxy shall be valid after the expiration of three years
     from the date thereof, unless otherwise provided in the proxy. Every proxy
     shall be revocable at the pleasure of the stockholder executing it, except
     in those cases where an irrevocable proxy is permitted by law. Except as
     otherwise provided by statute, these By-Laws, or the Certificate of
     Incorporation, any corporate action to be taken by vote of the stockholders
     shall be authorized by a majority of the total votes, or when stockholders
     are required to vote by class by a majority of the votes of the appropriate
     class, cast at a meeting of stockholders by the holders of shares present
     in person or represented by proxy and entitled to vote on such action.
     Unless required by statute, or determined by the chairman of the meeting to
     be advisable, the vote on any question need not be by written ballot. On a
     vote by written ballot, each ballot shall be signed by the stockholder
     voting, or by his proxy, if there be such proxy, and shall state the number
     of shares voted.

     Section 9.  List of Stockholders.
                 --------------------
                 The officer who has charge of the stock ledger of the
     Corporation, or the transfer agent of the Corporation's stock, if there be
     one then acting, shall prepare and make, at least ten days before every
     meeting of stockholders, a complete list of the stockholders entitled to
     vote at the meeting, arranged in alphabetical order, and showing the
     address of each stockholder and the number of shares registered in the name
     of each stockholder. Such list shall be open to the examination of any
     stockholder, for any purpose germane to the meeting, during ordinary
     business hours, for a period of a least ten days prior to the meeting,
     either at a place within the city where the meeting is to be held, at the
     place where the meeting is to be held, or at the office of the transfer
     agent. The list shall also be produced and kept at the time and place of
     the meeting during the whole time thereof, and may be inspected by any
     stockholder who is present.

     Section 10.  Inspectors.
                  ----------
                  The Board may, in advance of any meeting of stockholders,
     appoint one or more inspectors to act at such meeting or any adjournment
     thereof. If the inspectors shall not be so appointed or if any of them
     shall fail to appear or act, the chairman of the meeting may, and on the
     request of any stockholder entitled to vote thereat shall, appoint
     inspectors. Each inspector, before entering upon the discharge of his
     duties, shall take and sign an oath faithfully to execute the duties of
     inspector at such meeting with strict impartiality and according to the
     best of his ability. The inspectors shall determine the number of shares
     represented at the meeting, the existence of a quorum, the validity and
     effect of proxies, and shall receive votes, ballots or consents, hear and
     determine all challenges and questions arising in connection with the right
     to vote, count and tabulate all votes, ballots or consents,


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     determine the result, and do such acts as are proper to conduct the
     election or vote with fairness to all stockholders. On request of the
     chairman of the meeting or any stockholder entitled to vote thereat, the
     inspectors shall make a report in writing of any challenge, request, or
     matter determined by them and shall execute a certificate of any fact found
     by them. No director or candidate for the office of director shall act as
     inspector of an election of directors. Inspectors need not be stockholders.

     Section 11.  Consent of Stockholders in Lieu of Meeting.
                  ------------------------------------------
                  Unless otherwise provided in the Certificate of Incorporation,
     any action required by Subchapter VII of the General Corporation Law, to be
     taken at any annual or special meeting of such stockholders, may be taken
     without a meeting, without prior notice and without a vote, if a consent or
     consents in writing, setting forth the action so taken, shall be signed by
     the holders of outstanding stock having not less than the minimum number of
     votes that would be necessary to authorize or take such action at a meeting
     at which all shares entitled to vote thereon were present and voted and
     shall be delivered to the corporation by delivery to its registered office
     in this State, its principal place of business, or an officer or agent of
     the corporation having custody of the book in which proceedings of meetings
     of stockholders are recorded. Delivery made to a corporation's registered
     office shall be by hand or by certified or registered mail, return receipt
     requested.

                                   ARTICLE II
                               BOARD OF DIRECTORS


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

     Section 2.   Number, Qualifications, Election and Term of Office.
                  ---------------------------------------------------
                  The number of directors of the Corporation shall be fixed from
     time to time by the vote of a majority of the entire Board then in office
     and the number thereof may thereafter by like vote be increased or
     decreased to such greater or lesser number (not less than three) as may be
     so provided, subject to the provisions of Section 11 of this Article II.
     All of the directors shall be of full age and need not be stockholders.
     Except as otherwise provided by statute or these By-Laws, the directors
     shall be elected at the annual meeting of the stockholders for the election
     of directors at which a quorum is present, and the persons receiving a
     plurality of the votes cast at such meeting shall be elected. Each
     director shall hold office until the next annual meeting of the
     stockholders and until his successor shall have been duly elected and
     qualified, or until his death, or until he shall have resigned, or have
     been removed, as hereinafter provided in these By-Laws, or as otherwise
     provided by statute or the Certificate of Incorporation.


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     Section 3.   Place of Meetings.
                  -----------------
                  Meetings of the Board may be held at such place, within or
     without the State of Delaware, as the Board may from time to time determine
     or as shall be specified in the notice or waiver of notice of such meeting.

     Section 4.   Annual Meeting.
                  --------------
                  The Board shall meet for the purpose of organization, the
     election of officers and the transaction of other business, as soon as
     practicable after each annual meeting of the stockholders, on the same day
     and at the same place where such annual meeting shall be held.  Notice of
     such meeting need not be given.  Such meeting may be held at any other time
     or place (within or without the State of Delaware) which shall be specified
     in a notice thereof given as hereinafter provided in Section 7 of this
     Article II.

     Section 5.   Regular Meetings.
                  ----------------
                  Regular meetings of the Board shall be held at such time and
     place as the Board may from time to time determine.  If any day fixed for a
     regular meeting shall be a legal holiday at the place where the meeting is
     to be held, then the meeting which would otherwise be held on that day
     shall be held at the same hour on the next succeeding business day.  Notice
     of regular meetings of the Board need not be given except as otherwise
     required by statute or these By-Laws.

     Section 6.   Special Meetings.
                  ----------------
                  Special meetings of the Board may be called by two or more
     directors of the Corporation or by the Chairman of the Board or the
     President.

     Section 7.   Notice of Meetings.
                  ------------------
                  Notice of each special meeting of the Board (and of each
     regular meeting for which notice shall be required) shall be given by the
     Secretary as hereinafter provided in this Section 7, in which notice shall
     be stated the time and place (within or without the State of Delaware) of
     the meeting. Notice of each such meeting shall be delivered to each
     director either personally or by telephone, telegraph, cable or wireless,
     at least twenty-four hours before the time at which such meeting is to be
     held or by first-class mail, postage prepaid, addressed to him at his
     residence, or usual place of business, at least three days before the day
     on which such meeting is to be held. If mailed, such notice shall be deemed
     to be delivered when deposited in the United States mail. Notice of any
     such meeting need not be given to any director who shall, either before or
     after the meeting, submit a signed waiver of notice or who shall attend
     such meeting without protesting, prior to or at its commencement, the lack
     of notice to him. Except as otherwise specifically required by these By-
     Laws, a notice or waiver of notice of any regular or special meeting need
     not state the purposes of such meeting.

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     Section 8.   Quorum and Manner of Acting.
                  ---------------------------
                  A majority of the entire Board shall be present in person at
     any meeting of the Board in order to constitute a quorum for the
     transaction of business at such meeting, and, except as otherwise expressly
     required by statute or the Certificate of Incorporation, the act of a
     majority of the directors present at any meeting at which a quorum is
     present shall be the act of the Board. Any one or more members of the Board
     or any committee thereof may participate in a meeting of the Board or such
     committee by means of a conference telephone or similar communications
     equipment allowing all participants in the meeting to hear each other at
     the same time and participation by such means shall constitute presence in
     person at a meeting. In the absence of a quorum at any meeting of the
     Board, a majority of the directors present thereat, or if no director be
     present, the Secretary, may adjourn such meeting to another time and place,
     or such meeting, unless it be the annual meeting of the Board, need not be
     held. At any adjourned meeting at which a quorum is present, any business
     may be transacted which might have been transacted at the meeting as
     originally called. Except as provided in Article III of these By-Laws, the
     directors shall act only as a Board and the individual directors shall have
     no power as such.

     Section 9.   Organization.
                  ------------
                  At each meeting of the Board, the Chairman of the Board (or,
     in his absence or inability to act, the President, or, in his absence or
     inability to act, another director chosen by a majority of the directors
     present) shall act as chairman of the meeting and preside thereat. The
     Secretary (or, in his absence or inability to act, any person appointed by
     the chairman) shall act as secretary of the meeting and keep the minutes
     thereof.

     Section 10.  Resignations.
                  ------------
                  Any director of the Corporation may resign at any time by
     giving written notice of his resignation to the Board or Chairman of the
     Board or the President or the Secretary. Any such resignation shall take
     effect at the time specified therein or, if the time when it shall become
     effective shall not be specified therein, immediately upon its receipt; and
     unless otherwise specified therein, the acceptance of such resignation
     shall not be necessary to make it effective.

     Section 11.  Vacancies.
                  ---------
                  Vacancies, including newly created directorships, may be
     filled by a majority of the directors then in office, including those who
     have so resigned, shall have power to fill such vacancy or vacancies, the
     vote thereon to take effect when such resignation or resignations shall
     become effective, and each director so chosen shall hold office as provided
     in this Section for the filling of other vacancies.

     Section 12.  Removal of Directors.
                  --------------------
                  Except as otherwise provided in the Certificate of
     Incorporation or in these By-Laws, any director may be removed, either with
     or without cause, at any time, by the affirmative vote of a majority of the
     votes of the issued and outstanding shares of stock

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     entitled to vote for the election of the stockholders called and held for
     that purpose, or by a majority vote of the Board of Directors at a meeting
     called for such purpose, and the vacancy in the Board caused by any such
     removal may be filled by such stockholders or directors, as the case may
     be, at such meeting, and if the stockholders shall fail to fill such
     vacancy, such vacancy shall be filled in the manner as provided by these
     By-Laws.

     Section 13.  Compensation.
                  ------------
                  The Board shall have authority to fix the compensation,
     including fees and reimbursement of expenses, of directors for services to
     the Corporation in any capacity, provided no such payment shall preclude
     any director from serving the Corporation in any other capacity and
     receiving compensation thereof.

     Section 14.  Action by the Board.
                  -------------------
                  To the extent permitted under the laws of the State of
     Delaware, any action required or permitted to be taken at any meeting of
     the Board or 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 the
     proceedings of the Board or committee.

                                  ARTICLE III
                         EXECUTIVE AND OTHER COMMITTEES

     Section 1.   Executive and Other Committees.
                  ------------------------------
                  The Board may, by resolution passed by a majority of the whole
     Board, designate one or more committees, each committee to consist of two
     or more of the directors of the Corporation.  The Board may designate one
     or more directors as alternate members of any committee, who may replace
     any absent or disqualified member at any meeting of the Committee.  Any
     such committee, to the extent provided in the resolution, shall have and
     may exercise the powers of the Board in the management of the business and
     affairs of the Corporation, and may authorize the seal of the Corporation
     to be affixed to all papers which may require it; provided, however, that
     in the absence or disqualification of any member of such committee or
     committees, the member or members thereof present at any meeting and not
     disqualified from voting, whether or not he or they constitute a quorum,
     may unanimously appoint another member of the Board to act at the meeting
     in the place of any such absent or disqualified member.  Each committee
     shall keep minutes of its proceedings and shall report such minutes to the
     Board when required.

     Section 2.   General.
                  -------
                  A majority of any committee may determine its action and fix
     the time and place of its meeting, unless the Board shall otherwise
     provide. Notice of such meetings shall be given to each member of the
     committee in the manner provided for in Article II, Section 7. The Board
     shall have the power at any time to fill vacancies in, to change the
     membership of, or to dissolve any such committee. Nothing her in shall be
     deemed to


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     prevent the Board from appointing one or more committees consisting in
     whole or in part of persons who are directors of the Corporation; provided,
     however, that no such committee shall have or may exercise any authority of
     the Board.

                                   ARTICLE IV
                                    OFFICERS

     Section 1.   Number and Qualifications.
                  -------------------------
                  The officers of the Corporation shall include the Chairman of
     the Board, the President, one or more Vice Presidents (one or more of whom
     may be designated Executive Vice President or Senior Vice President), the
     Treasurer, and the Secretary. Any two or more offices may be held by the
     same person. Such officers shall be elected from time to time by the Board,
     each to hold office until the meeting of the Board following the next
     annual meeting of the stockholders, or until his successor shall have been
     duly elected and shall have qualified, or until his death, or until he
     shall have resigned, or have been removed, as hereinafter provided in these
     By-Laws. The Board may from time to time elect a Vice Chairman of the
     Board, and the Board may from time to time elect, or the Chairman of the
     Board, or the President may appoint, such other officers (including one or
     more Assistant Vice Presidents, Assistant Secretaries, and Assistant
     Treasurers), as may be necessary or desirable for the business of the
     Corporation. Such other officers and agents shall have such duties and
     shall hold their offices for such terms as may be prescribed by the Board
     or by the appointing authority.

     Section 2.   Resignation.
                  -----------
                  Any officer of the Corporation may resign at any time by
     giving written notice of his resignation to the Board, the Chairman of the
     Board, the President or the Secretary. Any such resignation shall take
     effect at the time specified therein or, if the time when it shall become
     effective shall not be specified therein, immediately upon its receipt; and
     unless otherwise specified therein, the acceptance of such resignation
     shall not be necessary to make it effective.

     Section 3.   Removal.
                  -------
                  Any officer or agent of the Corporation may be removed, either
     with or without cause, at any time, by the vote of the majority of the
     entire Board at any meeting of the Board or except in the case of an
     officer or agent elected or appointed by the Board, by the Chairman of the
     Board or the President.  Such removal shall be without prejudice to the
     contractual rights, if any, of the person so removed.

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


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     Section 5.   a.   The Chairman of the Board.
                       -------------------------
                  The Chairman of the Board, if one be elected, shall, if
     present, preside at each meeting of the stockholders and of the Board and
     shall be an ex officio member of all committees of the Board. He shall
     perform all duties incident to the office of Chairman of the Board and such
     other duties as may from time to time be assigned to him by the Board.

                  b.   The Vice Chairman of the Board.
                       ------------------------------
                  The Vice Chairman of the Board, if one be elected, shall have
     such powers and perform all such duties as from time to time may be
     assigned to him by the Board or the Chairman of the Board and, unless
     otherwise provided by the Board, shall in the case of the absence or
     inability to act of the Chairman of the Board, perform the duties of the
     Chairman of the Board and when so acting shall have all the powers of, and
     be subject to all the restrictions upon, the Chairman of the Board.

     Section 6.   The President.
                  -------------
                  The President shall be the chief operating and executive
     officer of the Corporation and shall have general and active supervision
     and direction over the business and affairs of the Corporation and over its
     several officers; subject, however, to the direction of the Chairman of the
     Board and the control of the Board. If no Chairman of the Board is elected,
     or at the request of the Chairman of the Board, or in the case of his
     absence or inability to act, unless there be a Vice Chairman of the Board
     so designated to act, the President shall perform the duties of the
     Chairman of the Board and when so acting shall have all the powers of, and
     be subject to all the restrictions upon, the Chairman of the Board. He
     shall perform all duties incident to the office of President and such other
     duties as from time to time may be assigned to him by the Board or the
     Chairman of the Board.

     Section 7.   Vice Presidents.
                  ---------------
                  Each Executive Vice President, each Senior Vice President and
     each Vice President shall have such powers and perform all such duties as
     from time to time may be assigned to him by the Board, the Chairman of the
     Board, or the President. They shall, in the order of their seniority, have
     the power and may perform the duties of the Chairman of the Board and the
     President.

     Section 8.   The Treasurer.
                  -------------
                  The Treasurer shall be the chief financial officer of the
     Corporation and shall exercise general supervision over the receipt,
     custody and disbursement of Corporate funds.  He shall have such further
     powers and duties as may be conferred upon him from time to time by the
     President or the Board of Directors.  He shall perform the duties of
     controller if no one is elected to that office.

     Section 9.   The Secretary.
                  -------------
                  The Secretary shall


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                 (a) keep or cause to be kept in one or more books provided for
          that purpose, the minutes of all meetings of the Board, the committees
          of the Board and the stockholders;

                  (b) see that all notices are duly given in accordance with the
          provisions of these By-Laws and as required by law;

                  (c) be custodian of the records and the seal of the
          Corporation and affix and attest the seal to all stock certificates of
          the Corporation (unless the seal be a facsimile, as hereinafter
          provided) and affix and attest the seal to all other documents to be
          executed on behalf of the Corporation under its seal;

                  (d) see that the books, reports, statements, certificates and
          other documents and records required by law to be kept and filed are
          properly kept and filed; and

                  (e) in general, perform all the duties incident to the office
          of Secretary and such other duties as from time to time may be
          assigned to him by the Board, the Chairman of the Board, or the
          President.

     Section 10.  Officer's Bonds or Other Security.
                  ---------------------------------
                  If required by the Board, any officer of the Corporation shall
     give a bond or other security for the faithful performance of his duties,
     in such amount and with such surety or sureties as the Board may require.

     Section 11.  Compensation.
                  ------------
                  The compensation of the officers of the Corporation for their
     services as such officers shall be fixed from time to time by the Board,
     provided, however, that the Board may delegate to the Chairman of the Board
     or the President the power to fix the compensation of officers and agents
     appointed by the Chairman of the Board or the President, as the case may
     be.  An officer of the Corporation shall not be prevented from receiving
     compensation by reason of the fact that he is also a director of the
     Corporation, but any such officer who shall also be a director shall not
     have any vote in the determination of the amount of compensation paid to
     him.

                                   ARTICLE V
                                INDEMNIFICATION

     Section 5.1.  Right to Indemnification.  The corporation shall indemnify
                   ------------------------
     and hold harmless, to the fullest extent permitted by applicable law as it
     presently exists or may hereafter be amended, any person who was or is made
     or is threatened to be made a party or is otherwise involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (a "proceeding") by reason of the fact that he, or a person
     for whom he is the

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     legal representative, is or was a director or officer of the corporation or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust, enterprise, or nonprofit entity, including service with
     respect to employee benefit plans, against all liability and less suffered
     and expenses (including attorneys' fees) reasonably incurred by such
     person. The corporation shall be required to indemnify a person in
     connection with a proceeding (or part thereof) initiated by such person
     only if the proceeding (or part thereof) was authorized by the Board of
     Directors of the corporation.

          Section 5.2.  Prepayment of Expenses.  The corporation shall pay the
                        ----------------------
     expenses  (including attorneys= fees) incurred in defending any proceeding
     in advance of its final disposition, provided, however, that the payment of
                                          --------  -------
     expenses incurred by a director or officer in advance of the final
     disposition of the proceeding shall be made only upon receipt of an
     undertaking by the director or officer to repay all amounts advanced if it
     should be ultimately determined that the director or officer is not
     entitled to be indemnified under this Article or otherwise.

          Section 5.3.  Claims.  If a claim for indemnification or payment of
                        ------
     expenses under this Article is not paid in full within sixty days after a
     written claim therefor has been  received by the corporation, the claimant
     may file suit to recover the unpaid amount of such claim and, if successful
     in whole or in part, shall be entitled to be paid the expense of
     prosecuting such claim.  In any such action the corporation shall have the
     burden of proving that the claimant was not entitled to the requested
     indemnification or payment of expenses under applicable law.

          Section 5.4.  Non-exclusivity of Rights.  The rights conferred on any
                        -------------------------
     person by this Article V shall not be exclusive of any other rights which
     such person may have or hereafter acquire under any statute, provision of
     the certificate of incorporation, these by-laws, agreement, vote of
     stockholders or disinterested directors or otherwise.

          Section 5.5.  Other Indemnification.  The corporation=s obligation, if
                        ---------------------
     any, to indemnify any person who was or is serving at its request as a
     director, officer, employee or agent of another corporation, partnership,
     joint venture, trust, enterprise or nonprofit entity shall be reduced by
     any amount such person may collect as indemnification from such other
     corporation, partnership, joint venture, trust, enterprise or nonprofit
     enterprise.

          Section 5.6.  Amendment or Repeal.  Any repeal or modification of the
                        -------------------
     foregoing provisions of this Article V shall not adversely affect any right
     or protection hereunder of any person in respect of any act or omission
     occurring prior to the time of such repeal or modification.


                                      -11-
<PAGE>

                                   ARTICLE VI
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNT, ETC.

     Section 1.   Execution of Contracts.
                  ----------------------
                  Except as otherwise required by statute, the Certificate of
     Incorporation or these By-Laws, any contracts or other instruments may be
     executed and delivered in the name and on behalf of the Corporation by such
     officer or officers (including any assistant officer) of the Corporation as
     the Board may from time to time direct.  Such authority may be general or
     confined to specific instances as the Board may determine.  Unless
     authorized by the Board or expressly permitted by these By-Laws, an officer
     or agent or employee shall not have any power or authority to bind the
     Corporation by any contract or engagement or to pledge its credit or to
     render it pecuniarily liable for any purpose or to any amount.

     Section 2.   Loans.
                  -----
                  Unless the Board shall otherwise determine, either (a) the
     Chairman of the Board, the Vice Chairman of the Board or the President,
     singly, or (b) a Vice President, together with the Treasurer, may effect
     loans and advances at any time for the Corporation or guarantee any loans
     and advances to any subsidiary of the Corporation, from any bank, trust
     company or other institution, or from any firm, corporation or individual,
     and for such loans and advances may make, execute and deliver promissory
     notes, bonds or other certificates or evidences of indebtedness of the
     Corporation, or guarantee of indebtedness of subsidiaries of the
     Corporation, but no officer or officers shall mortgage, pledge, hypothecate
     or transfer any securities or other property of the Corporation, except
     when authorized by the Board.

     Section 3.   Checks, Drafts, etc.
                  -------------------
                  All checks, drafts, bills of exchange or other orders for the
     payment of money out of the funds of the Corporation, and all notes or
     other evidences of indebtedness of the Corporation, shall be signed in the
     name and on behalf of the Corporation by such persons and in such manner as
     shall from time to time be authorized by the Board.

     Section 4.   Deposits.
                  --------
                  All funds of the Corporation not otherwise employed shall be
     deposited from time to time to the credit of the Corporation in such banks,
     trust companies or other depositories as the Board may from time to time
     designate or as may be designated by any officer or officers of the
     Corporation to whom such power of designation may from time to time be
     delegated by the Board.  For the purpose of deposit and for the purpose of
     collection for the account of the Corporation, checks, drafts and other
     orders for the payment of money which are payable to the order of the
     Corporation may be endorsed, assigned and delivered by any officer or agent
     of the Corporation, or in such manner as the Board may determine by
     resolution.


                                      -12-
<PAGE>

     Section 5.   General and Special Bank Accounts.
                  ---------------------------------
                  The Board may from time to time authorize the opening and
     keeping of general and special bank accounts with such banks, trust
     companies or other depositories as the Board may designate or as may be
     designated by any officer or officers of the Corporation to whom such power
     of designation may from time to time be delegated by the Board. The Board
     may make such special rules and regulations with respect to such bank
     accounts, not inconsistent with the provisions of these By-Laws, as it may
     deem expedient.

     Section 6.   Proxies in Respect of Securities of Other Corporations.
                  ------------------------------------------------------
                  Unless otherwise provided by resolution adopted by the Board
     of Directors, the Chairman of the Board, the President, or a Vice President
     may from time to time appoint an attorney or attorneys or agent or agents,
     of the Corporation, in the name and on behalf of the Corporation to cast
     the votes which the Corporation may be entitled to cast as the holder of
     stock or other securities in any other corporation, any of whose stock or
     other securities may be held by the Corporation, at meetings of the holders
     of the stock or other securities of such other corporation, or to consent
     in writing, in the name of the Corporation as such holder, to any action by
     such other corporation, and may instruct the person or persons so appointed
     as to the manner of casting such votes or giving such consent, and may
     execute or cause to be executed in the name and on behalf of the
     Corporation and under its corporate seal, or otherwise, all such written
     proxies or other instruments as he may deem necessary or proper in the
     premises.

                                  ARTICLE VII
                                 SHARES , ETC.

     Section 1.   Stock Certificates.
                  ------------------
                  Each holder of shares of stock of the Corporation shall be
     entitled to have a certificate, in such form as shall be approved by the
     Board, certifying the number of shares of the Corporation owned by him.
     The certificates representing shares of stock shall be signed in the name
     of the Corporation by the Chairman of the Board or the President or a Vice
     President and by the Secretary or an Assistant Secretary or the Treasurer
     or an Assistant Treasurer and sealed with the seal of the Corporation
     (which seal may be a facsimile, engraved or printed); provided, however,
     that where any such certificate is countersigned by a transfer agent other
     than the Corporation or its employee, or is registered by a registrar other
     than the Corporation or one of its employees, the signature of the officers
     of the Corporation upon such certificates may be facsimiles, engraved or
     printed. In case any officer who shall have signed or whose facsimile
     signature has been placed upon such certificates shall have ceased to be
     such officer before such certificates shall be issued, they may
     nevertheless be issued by the Corporation with the same effect as if such
     officer were still in office at the date of their issue.

                                      -13-
<PAGE>

     Section 2.   Books of Account and Record of Shareholders.
                  -------------------------------------------
                  The books and records of the Corporation may be kept at such
     places within or without the state of incorporation as the Board of
     Directors may from time to time determine.  The stock record books and the
     blank stock certificate books shall be kept by the Secretary or by any
     other officer or agent designated by the Board of Directors.

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

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

     Section 5.   Lost, Destroyed or Mutilated Certificates.
                  -----------------------------------------
                  The holder of any certificate representing shares of stock of
     the Corporation shall immediately notify the Corporation of any loss,
     destruction or mutilation of such certificates, and the Corporation may
     issue a new certificate of stock in the place of any certificate
     theretofore issued by it which the owner thereof shall allege to have been
     lost, stolen, or destroyed or which shall have been mutilated, and the
     Board may, in its discretion, require such owner or his legal
     representative to give the Corporation a bond in such sum, limited or
     unlimited, and in such form and with such surety or sureties as the Board
     in its absolute discretion shall determine, to indemnify the Corporation
     against any claim that may be made against it on account of the alleged
     loss, theft, or destruction of any such certificate,


                                      -14-
<PAGE>

     or the issuance of any new certificate. Anything herein to the contrary
     notwithstanding, the Board, in its absolute discretion, may refuse to issue
     any such new certificate, except pursuant to legal proceedings under the
     laws of the State of Delaware.

     Section 6.   Fixing Date for Determination of Stockholders of Record.
                  -------------------------------------------------------
                  In order that the corporation may determine the stockholders
     entitled to notice of or to vote at any meeting of stockholders or any
     adjournment thereof, or to express consent to corporate action in writing
     without a meeting, or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect of any change, conversion or exchange of stock or for the
     purpose of any other lawful action, the Board of Directors may fix a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted by the Board of Directors and
     which record date: (1) in the case of determination of stockholders
     entitled to vote at any meeting of stockholders or adjournment thereof,
     shall, unless otherwise required by law, not be more than sixty nor less
     than ten days before the date of such meeting; (2) in the case of
     determination of stockholders entitled to express consent to corporate
     action in writing without a meeting, shall not be more than ten days from
     the date upon which the resolution fixing the record date is adopted by the
     Board of Directors; and (3) in the case of any other action, shall not be
     more than sixty days prior to such other action.  If no record date is
     fixed: (1) the record date for determining stockholders entitled to notice
     of or to vote at a meeting of stockholders shall be at the close of
     business on the day next preceding the day on which notice is given, or, if
     notice is waived, at the close of business on the day next preceding the
     day on which the meeting held; (2) the record date for determining
     stockholders entitled to express consent to corporate action in writing
     without a meeting when no prior action of the Board of Directors is
     required by law, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     corporation in accordance with applicable law, or, if prior action by the
     Board of Directors is required by law, shall be at the close of business on
     the day on which the Board of Directors adopts the resolution taking such
     prior action; and (3) the record date for determining stockholders for any
     other purpose shall be at the close of business on the day on which the
     Board of Directors adopts the resolution relating thereto.  A determination
     of stockholders of record entitled to notice of or to vote at a meeting of
     stockholders shall apply to any adjournment of the meeting; provided,
     however, that the Board of Directors may fix a new record date for the
     adjourned meeting.

                                  ARTICLE VIII
                                    OFFICES

     Section 1. Principal or Registered Office
                ------------------------------
                The principal registered office of the Corporation shall be at
     such place as may be specified in the Certificate of Incorporation of the
     Corporation or other certificate filed pursuant to law, or if none be so
     specified, at such place as may from time to time be fixed by the Board.


                                      -15-
<PAGE>

     Section 2.   Other Offices.
                  -------------
                  The Corporation also may have an office or offices other than
     said principal or registered office, at such place or places either within
     or without the State of Delaware.

                                  ARTICLE IX
                                  FISCAL YEAR

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

                                   ARTICLE X
                                      SEAL

                  The Board shall provide a corporate seal which shall contain
     the name of the Corporation, the words "Corporate Seal" and the year and
     State of Delaware.

                                   ARTICLE XI
                                   AMENDMENTS

     Section 1.   Shareholders.
                  ------------
                  These By-Laws may be amended or repealed, or new By-Laws may
     be adopted, at any annual or special meeting of the stockholders, by a
     majority of the total votes of the stockholders or when stockholders are
     required to vote by class by a majority of the appropriate class, in person
     or represented by proxy and entitled to vote on such action; provided,
     however, that the notice of such meeting shall have been given as provided
     in these By-Laws, which notice shall mention that amendment or repeal of
     these By-Laws, or the adoption of new By-Laws, is one of the purposes of
     such meeting.

     Section 2.   Board of Directors.
                  ------------------

                  These By-Laws may also be amended or repealed or new By-Laws
     may be adopted, by the Board at any meeting thereof; provided, however,
     that notice of such meeting shall have been given as provided in these By-
     Laws, which notice shall mention that amendment or repeal of the By-Laws,
     or the adoption of new By-Laws, is one of the purposes of such meetings
     By-Laws adopted by the Board may be amended or repealed by the stockholders
     as provided in Section 1 of this Article XI.

                                  ARTICLE XII
                                 MISCELLANEOUS

     Section 1.   Interested Directors.
                  --------------------
                  No contract or other transaction between the Corporation and
     any other corporation shall be affected and invalidated by the fact that
     any one or more of the Directors of the Corporation is or are interested in
     or is a Director or officer or are Directors or officers


                                      -16-
<PAGE>

     of such other corporation, and any Director or Directors, individually or
     jointly, may be a party or parties to or may be interested in any contract
     or transaction of the Corporation or in which the Corporation is
     interested; and no contract, act or transaction of the Corporation with any
     person or persons, firm or corporation shall be affected or invalidated by
     the fact that any Director or Directors of the Corporation is a party or
     are parties to or interested in such contract, act or transaction, or in
     any way connected with such person or persons, firms or associations, and
     each and every person who may become a Director of the Corporation is
     hereby relieved from any liability that might otherwise exist from
     contracting with the Corporation for the benefit of himself, any firm,
     association or corporation in which he may be in any way interested.

     Section 2.   Ratification.
                  ------------
                  Any transaction questioned in any stockholders' derivative
     suit on the grounds of lack of authority, defective or irregular execution,
     adverse interest of director, officer or stockholder, nondisclosure,
     miscomputation, or the application of improper principles or practices of
     accounting, may be ratified before or after judgment, by the Board of
     Directors or by the stockholders in case less than a quorum of Directors
     are qualified, and, if so ratified, shall have the same force and effect as
     if the questioned transaction had been originally duly authorized, and said
     ratification shall be binding upon the Corporation and its stockholders,
     and shall constitute a bar to any claim or execution of any judgment in
     respect of such questioned transaction.

                                      -17-