<PAGE>
                                                                     EXHIBIT 3.2


                                     BYLAWS
                                       OF
                       PEOPLES EDUCATIONAL HOLDINGS, INC.


                                   ARTICLE 1.
                                     OFFICES

    1.1) Offices. The principal executive office of the corporation shall be 299
Market Street, Saddle Brook, New Jersey, 07607, and the corporation may have
offices at such other places within or without the State of Delaware as the
Board of Directors shall from time to time determine or the business of the
corporation requires.

                                   ARTICLE 2.
                            MEETINGS OF STOCKHOLDERS

    2.1) Annual Meetings. Annual meetings of the stockholders of the corporation
entitled to vote shall be held on an annual basis as determined by the Board of
Directors or by the chief executive officer. At each annual meeting, the
stockholders, voting as provided in the Certificate of Incorporation and these
Bylaws, shall elect qualified successors for directors whose terms have expired,
and shall transact such other business as shall come before the meeting. No
meeting shall be considered a annual meeting unless specifically designated as
such in the notice of meeting or unless all the stockholders entitled to vote
are present in person or by proxy and none of them objects to such designation.

    2.2) Special Meetings. Special meetings of the stockholders entitled to vote
may be called at any time by the Chairman of the Board, the chief executive
officer, the chief financial officer, two or more directors, or a stockholder or
stockholders holding ten percent (10%) or more of the voting power of all shares
entitled to vote.

    2.3) Place of Meetings. Meetings of the stockholders shall be held at the
principal executive office of the corporation or such other place, within or
without the State of Delaware, as is designated by the Board of Directors,
except that a annual meeting called by or at the demand of a stockholder shall
be held in the county where the principal executive office of the corporation is
located.

    2.4) Notice of Meetings. There shall be mailed to each holder of shares
entitled to vote, at his address as shown by the books of the corporation, a
notice setting out the place, date and hour of any annual or special meeting,
which notice shall be mailed not less than ten (10) days nor more than sixty
(60) days prior to the date of the meeting; provided, that notice of a meeting
at which there is to be considered a proposal (i) to dispose of all, or
substantially all, of the property and assets of the corporation, or (ii) to
dissolve the corporation, shall be mailed to all stockholders of record, whether
or not entitled to vote; and provided further, that notice of a meeting at which
there is to be considered a proposal to adopt a plan of merger or exchange shall
be mailed to all stockholders of record, whether or not entitled to vote, at
least twenty (20) days prior thereto. Notice of any special meeting shall state
the purpose or purposes of the proposed meeting, and the business transacted at
all special meetings shall be confined to the purposes stated in the notice,
unless all of the stockholders are present in person or by proxy and none of
them objects to consideration of a particular item of business. Attendance at a
meeting by any stockholder, without objection by him, shall constitute his
waiver of notice of the meeting.

    2.5) Quorum and Adjourned Meeting. The holders of a majority of the voting
power of the shares entitled to vote at a meeting, represented either in person
or by proxy, shall constitute a quorum for the transaction of business



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<PAGE>

at any annual or special meeting of stockholders. If a quorum is present when a
duly called or held meeting is convened, the stockholders present may continue
to transact business until adjournment, even though the withdrawal of a number
of stockholders originally present leaves less than the proportion or number
otherwise required for a quorum. In case a quorum is not present at any meeting,
those present shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
number of shares entitled to vote shall be represented. At such adjourned
meeting at which the required amount of shares entitled to vote shall be
represented, any business may be transacted which might have been transacted at
the original meeting.

    2.6) Voting. At each meeting of the stockholders, every stockholder having
the right to vote shall be entitled to vote in person or by proxy duly appointed
by an instrument in writing subscribed by such stockholder. Each stockholder
shall have one (1) vote for each share having voting power standing in his name
on the books of the corporation except as may be otherwise provided in the terms
of the share. Upon the demand of any stockholder, the vote for directors or the
vote upon any question before the meeting shall be by ballot. All elections
shall be determined and all questions decided by a majority vote of the number
of shares entitled to vote and represented at any meeting at which there is a
quorum except in such cases as shall otherwise be required by statute, the
Certificate of Incorporation or these Bylaws. Directors shall be elected by a
plurality of the votes cast by holders of shares entitled to vote thereon.

    2.7) Record Date. The Board of Directors may fix a time, not exceeding sixty
(60) days preceding the date of any meeting of stockholders, as a record date
for the determination of the stockholders entitled to notice of and entitled to
vote at such meeting, notwithstanding any transfer of any shares on the books of
the corporation after any record date so fixed.

    2.8) Order of Business. The suggested order of business at any annual
meeting and, to the extent appropriate, at all other meetings of the
stockholders shall, unless modified by the presiding chairman, be:

    (a) Call of roll
    (b) Proof of due notice of meeting or waiver of notice
    (c) Determination of existence of quorum
    (d) Reading and disposal of any unapproved minutes
    (e) Reports of officers and committees
    (f) Election of directors
    (g) Unfinished business
    (h) New business
    (i) Adjournment.

                                   ARTICLE 3.
                                    DIRECTORS

    3.1) General Powers. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors.

    3.2) Number, Term and Qualifications. The Board of Directors shall consist
of one or more members. The number of members of the first Board shall be set
forth in the Certificate of Incorporation. Thereafter, at each annual meeting,
the stockholders shall determine the number of directors; provided, that between
annual meetings the authorized number of directors may be increased or decreased
by the stockholders or increased by the Board of Directors. Each director shall
serve for a term that expires at the next annual meeting of stockholders, and
until his successor is elected and qualified, or until his earlier death,
resignation, disqualification, or removal as provided by statute.



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    3.3) Vacancies. Vacancies on the Board of Directors shall be filled by the
affirmative vote of a majority of the remaining members of the Board, though
less than a quorum; provided, that newly created directorships resulting from an
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the directors serving at the time of such
increase. Persons so elected shall be directors until their successors are
elected by the stockholders at the next annual meeting of the stockholders.

    3.4) Quorum and Voting. A majority of the directors currently holding office
shall constitute a quorum for the transaction of business; provided, that in no
event shall a quorum consist of less than one-third (1/3) of the total number of
directors. Except as otherwise provided in the Certificate of Incorporation or
these Bylaws, the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors.

    3.5) Board Meetings; Place and Notice. Meetings of the Board of Directors
may be held from time to time at any place within or without the State of
Delaware that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally, or in writing, or by attendance. Any director may
call a Board meeting by giving twenty-four (24) hours notice to all directors of
the date and time of the meeting. The notice need not state the purpose of the
meeting, and may be given by mail, telephone, telegram, or in person. If a
meeting schedule is adopted by the Board, or if the date and time of a Board
meeting has been announced at a previous meeting, no notice is required.

    3.6) Compensation. Directors who are not salaried officers of the
corporation shall receive such fixed sum per meeting attended or such fixed
annual sum or both as shall be determined from time to time by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude any
director from serving this corporation in any other capacity and receiving
proper compensation therefor.

    3.7) Committees. The Board of Directors may, by resolution approved by the
affirmative vote of a majority of the Board, establish committees having the
authority of the Board in the management of the business of the corporation only
to the extent provided in the resolution. Each such committee shall consist of
one or more natural persons (who need not be directors) appointed by affirmative
vote of a majority of the directors present, and shall be subject at all times
to the direction and control of the Board. A majority of the members of a
committee present at a meeting shall constitute a quorum for the transaction of
business.

    3.8) Committee of Disinterested Persons. The Board may establish a committee
composed of two or more disinterested directors or other disinterested persons
to determine whether it is in the best interests of the corporation to pursue a
particular legal right or remedy of the corporation and whether to cause the
dismissal or discontinuance of a particular proceeding that seeks to assert a
right or remedy on behalf of the corporation. For purposes of this section, a
director or other person is "disinterested" if the director or other person is
not the owner of more than one percent of the outstanding shares of, or a
present or former officer, employee, or agent of, the corporation or of a
related corporation and has not been made or threatened to be made a party to
the proceeding in question. The committee, once established, is not subject to
the direction or control of, or termination by, the Board. A vacancy on the
committee may be filled by a majority vote of the remaining members. The good
faith determinations of the committee are binding upon the corporation and its
directors, officers and stockholders. The committee terminates when it issues a
written report of its determinations to the Board.

    3.9) Order of Business. The suggested order of business at any meeting of
the Board of Directors shall, to the extent appropriate and unless modified by
the presiding chairman, be:

    (a) Roll call
    (b) Proof of due notice of meeting or waiver of notice, or unanimous
        presence and declaration by presiding chairman


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    (c) Determination of existence of quorum
    (d) Reading and disposal of any unapproved minutes
    (e) Reports of officers and committees
    (f) Election of officers
    (g) Unfinished business
    (h) New business
    (i) Adjournment.

                                   ARTICLE 4.
                                    OFFICERS

    4.1) Number and Designation. The corporation shall have one or more natural
persons exercising the functions of the offices of chief executive officer and
chief financial officer. The Board of Directors may elect or appoint such other
officers or agents as it deems necessary for the operation and management of the
corporation including, but not limited to, a Chairman of the Board, a President,
one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall
have the powers, rights, duties and responsibilities set forth in these Bylaws
unless otherwise determined by the Board. Any of the offices or functions of
those offices may be held by the same person.

    4.2) Election, Term of Office and Qualification. At the first meeting of the
Board following each election of directors, the Board shall elect officers, who
shall hold office until the next election of officers or until their successors
are elected or appointed and qualify; provided, however, that any officer may be
removed with or without cause by the affirmative vote of a majority of the Board
of Directors present (without prejudice, however, to any contract rights of such
officer).

    4.3) Resignation. Any officer may resign at any time by giving written
notice to the corporation. The resignation is effective when notice is given to
the corporation, unless a later date is specified in the notice, and acceptance
of the resignation shall not be necessary to make it effective.

    4.4) Vacancies in Office. If there be a vacancy in any office of the
corporation, by reason of death, resignation, removal or otherwise, such vacancy
shall be filled for the unexpired term by the Board of Directors.

    4.5) Chief Executive Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief executive officer (a) shall have
general active management of the business of the corporation; (b) shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the stockholders and Board of Directors; (c) shall see that all orders and
resolutions of the Board are carried into effect; (d) shall sign and deliver in
the name of the corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the corporation, except in cases in
which the authority to sign and deliver is required by law to be exercised by
another person or is expressly designated by the Certificate, these Bylaws or
the Board to some other officer or agent of the corporation; (e) may maintain
records of and certify proceedings of the Board and stockholders; and (f) shall
perform such other duties as may from time to time be assigned to him by the
Board.

    4.6) Chief Financial Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief financial officer (a) shall keep
accurate financial records for the corporation; (b) shall deposit all monies,
drafts and checks in the name of and to the credit of the corporation in such
banks and depositories as the Board of Directors shall designate from time to
time; (c) shall endorse for deposit all notes, checks and drafts received by the
corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
corporation, as ordered by the Board; (e) shall render to the chief executive
officer and the Board of Directors, whenever requested, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation; and (f) shall perform such other duties as may be prescribed by the
Board of Directors or the chief executive officer from time to time.



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    4.7) Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the stockholders and of the Board and shall exercise general
supervision and direction over the more significant matters of policy affecting
the affairs of the corporation, including particularly its financial and fiscal
affairs.

    4.8) President. Unless otherwise determined by the Board, the President
shall be the chief executive officer. If an officer other than the President is
designated chief executive officer, the President shall perform such duties as
may from time to time be assigned to him by the Board.

    4.9) Vice President. Each Vice President shall have such powers and shall
perform such duties as may be specified in these Bylaws or prescribed by the
Board of Directors. In the event of absence or disability of the President, the
Board of Directors may designate a Vice President or Vice Presidents to succeed
to the power and duties of the President.

    4.10) Secretary. The Secretary shall, unless otherwise determined by the
Board, be secretary of and attend all meetings of the stockholders and Board of
Directors, and may record the proceedings of such meetings in the minute book of
the corporation and, whenever necessary, certify such proceedings. The Secretary
shall give proper notice of meetings of stockholders and shall perform such
other duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.

    4.11) Treasurer. Unless otherwise determined by the Board, the Treasurer
shall be the chief financial officer of the corporation. If an officer other
than the Treasurer is designated chief financial officer, the Treasurer shall
perform such duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.

    4.12) Delegation. Unless prohibited by a resolution approved by the
affirmative vote of a majority of the directors present, an officer elected or
appointed by the Board may delegate in writing some or all of the duties and
powers of his office to other persons.

                                   ARTICLE 5.
                                 INDEMNIFICATION

    5.1) Expenses for Actions Other Than by or in the Right of the Corporation.
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director or officer of the corporation, or,
while a director or officer of the corporation, is or was serving at the request
of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, association, or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit, or proceeding, if he or she acted in good
faith and in a manner he or she 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. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she 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 he or she had reasonable cause to believe that his or her
conduct was unlawful. Subject to Section 5.3 hereof, the corporation shall be
required to indemnify an indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by the Board of Directors of
the corporation.

    5.2) Expenses for Actions by or in the Right of the Corporation. The
corporation shall indemnify any person




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who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
director or officer of the corporation, or, while a director or officer of the
corporation, is or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, association, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she 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 action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery of the State of Delaware or such other court shall deem
proper.

    5.3) Successful Defense. To the extent that any person referred to in the
preceding two sections of this Article 5 has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in such
sections, or in defense of any claim, issue, or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

    5.4) Determination to Indemnify. Any indemnification under the first two
sections of this Article 5 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth therein.
Such determination shall be made (i) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less than a quorum,
or (ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.

    5.5) Expense Advances. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the corporation as authorized in this Article 5.

    5.6) Provisions Nonexclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other sections of this Article
5 shall not be deemed exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled, under the
certificate of incorporation or under any other bylaw, agreement, insurance
policy, vote of stockholders or disinterested directors, statute, or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

    5.7) Insurance. By action of the Board of Directors, notwithstanding any
interest of the Directors in the action, the corporation shall have power to
purchase and maintain insurance, in such amounts as the Board of Directors deems
appropriate, on behalf of any person who is or was a Director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
association, or other enterprise, against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not he or she is indemnified against such
liability or expense under the provisions of this Article 5 and whether or not
the corporation would have the power or would be required to indemnify him or
her against such liability under the provisions of this Article 5 or of the
General Corporation Law of the State of Delaware or by any other applicable law.



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    5.8) Surviving Corporation. The Board of Directors may provide by resolution
that references to "the corporation" in this Article 5 shall include, in
addition to this corporation, all constituent corporations absorbed in a merger
with this corporation so that any person who was a director or officer of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, employee or agent of another corporation,
partnership, joint venture, trust, association, or other entity shall stand in
the same position under the provisions of this Article 5 with respect to this
corporation as he or she would if he or she had served this corporation in the
same capacity or is or was so serving such other entity at the request of this
corporation, as the case may be.

    5.9) Inurement. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article 5 shall continue as to a person who has
ceased to be a Director or officer and shall inure to the benefit of the heirs,
executors, and administrators of such person.

    5.10) Employees and Agents. To the same extent as it may do for a Director
or officer, the corporation may indemnify and advance expenses to a person who
is not and was not a Director or officer of the corporation but who is or was an
employee or agent of the corporation or who is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, association, or other
enterprise.


                                   ARTICLE 6.
                            SHARES AND THEIR TRANSFER

    6.1) Certificate of Stock. Every owner of stock of the corporation shall be
entitled to a certificate, in such form as the Board of Directors may prescribe,
certifying the number of shares of stock of the corporation owned by him. The
certificates for such stock shall be numbered (separately for each class) in the
order in which they are issued and shall, unless otherwise determined by the
Board, be signed by the chairman or vice-chairman of the board of directors or
the president or vice-president, and by the treasurer or secretary or assistant
treasurer or assistant secretary. Any signature upon a certificate may be a
facsimile. Certificates on which a facsimile signature of a former officer,
transfer agent or registrar appears may be issued with the same effect as if he
were such officer, transfer agent or registrar on the date of issue.

         6.2) Stock List. As used in these Bylaws, the term "stockholder" shall
mean the person, firm or corporation in whose name outstanding shares of capital
stock of the corporation are currently registered on the stock record books of
the corporation. The corporation shall keep, at its principal executive office
or at another place or places within the United States determined by the Board,
a share register not more than one year old containing the names and addresses
of the stockholders and the number and classes of shares held by each
stockholder. The corporation shall also keep at its principal executive office
or at another place or places within the United States determined by the Board,
a record of the dates on which certificates representing shares were issued.
Every certificate surrendered to the corporation for exchange or transfer shall
be cancelled and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled (except as provided for in Section 6.4 of this Article 6).

    6.3) Transfer of Shares. Transfer of shares on the books of the corporation
may be authorized only by the stockholder named in the certificate (or his legal
representative or duly authorized attorney-in-fact) and upon surrender for
cancellation of the certificate or certificates for such shares. The stockholder
in whose name shares of stock stand on the books of the corporation shall be
deemed the owner thereof for all purposes as regards the corporation; provided,
that when any transfer of shares shall be made as collateral security and not
absolutely, such fact, if known to the corporation or to the transfer agent,
shall be so expressed in the entry of transfer; and provided, further, that the
Board of Directors may establish a procedure whereby a stockholder may certify
that all or a portion of the shares registered in the name of the stockholder
are held for the account of one or more



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beneficial owners.

    6.4) Lost Certificate. Any stockholder claiming a certificate of stock to be
lost or destroyed shall make an affidavit or affirmation of that fact in such
form as the Board of Directors may require, and shall, if the directors so
require, give the corporation a bond of indemnity in form and with one or more
sureties satisfactory to the Board of at least double the value, as determined
by the Board, of the stock represented by such certificate in order to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss or destruction of such certificate, whereupon a new certificate may
be issued in the same tenor and for the same number of shares as the one alleged
to have been destroyed or lost.

                                   ARTICLE 7.
                                    MEETINGS

    7.1) Waiver of Notice. Whenever any notice whatsoever is required to be
given by these Bylaws, the Certificate of Incorporation or any of the laws of
the State of Delaware, a waiver thereof given by the person or persons entitled
to such notice, whether before, at or after the time stated therein and either
in writing, orally or by attendance, shall be deemed equivalent to the actual
required notice.

    7.2) Telephone Meetings and Participation. A conference among directors by
any means of communication through which the directors may simultaneously hear
each other during the conference constitutes a Board meeting, if the same notice
is given of the conference as would be required for a meeting, and if the number
of directors participating in the conference would be sufficient to constitute a
quorum at a meeting. Participation in a meeting by that means constitutes
presence in person at the meeting. A director may participate in a Board meeting
not heretofore described in this paragraph, by any means of communication
through which the director, other directors so participating, and all directors
physically present at the meeting simultaneously hear each other during the
meeting. Participation in a meeting by that means constitutes presence in person
at the meeting. The provisions of this section shall apply to committees and
members of committees to the same extent as they apply to the Board of
Directors.

    7.3) Authorization Without Meeting. Any action of the Board of Directors, or
any committee of the corporation, which may be taken at a meeting thereof, may
be taken without a meeting if authorized by a writing signed by all of the
Directors, or by all of the members of such committee, as the case may be.

                                   ARTICLE 8.
                               AMENDMENT OF BYLAWS

    8.1) Amendments. Unless the Certificate of Incorporation provides otherwise,
these Bylaws may be altered, amended, added to or repealed by the affirmative
vote of a majority of the members of the Board of Directors. Such authority in
the Board of Directors is subject to the power of the stockholders to change or
repeal such Bylaws.

                                   ARTICLE 9.
                               GENERAL PROVISIONS

    9.1) Distributions: Acquisitions of Shares. Subject to the provisions of
law, the Board of Directors may authorize the acquisition of the corporation's
shares and may authorize the acquisition of the corporation's shares and may
authorize distributions whenever and in such amounts as, in its opinion, the
condition of the affairs of the corporation shall render it advisable.

    9.2) Fiscal Year. The fiscal year of the corporation shall be established by
the Board of Directors.



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    9.3) Seal. The corporation shall have such corporate seal or no corporate
seal as the Board of Directors shall from time to time determine.

    9.4) Securities of Other Corporations.

    (a) Voting Securities Held by the Corporation. Unless otherwise ordered by
the Board of Directors, the chief executive officer shall have full power and
authority on behalf of the corporation (i) to attend and to vote at any meeting
of security holders of other companies in which the corporation may hold
securities; (ii) to execute any proxy for such meeting on behalf of the
corporation; (iii) to execute a written action in lieu of a meeting of such
other company on behalf of this corporation. At such meeting, by such proxy or
by such writing in lieu of meeting, the chief executive officer shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities that the corporation might have possessed and exercised if it had
been present. The Board of Directors may from time to time confer like powers
upon any other person or persons.

    (b) Purchase and Sale of Securities. Unless otherwise ordered by the Board
of Directors, the chief executive officer shall have full power and authority on
behalf of the corporation to purchase, sell, transfer or encumber any and all
securities of any other company owned by the corporation and may execute and
deliver such documents as may be necessary to effectuate such purchase, sale,
transfer or encumbrance. The Board of Directors may from time to time confer
like powers upon any other person or persons.

                                  * * * * * * *


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    The undersigned secretary of the corporation hereby certifies that the
foregoing Bylaws are the Bylaws of the corporation in effect on October 18,
2001.



                                     /s/ John C. Bergstrom
                                  ----------------------------------------
                                  John C. Bergstrom, Secretary










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