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                                                                     EXHIBIT 3.2

                               (Restated electronically for SEC filing purposes)

                                    BYLAWS OF
                               UNITED FOODS, INC.

                               ARTICLE I. OFFICES

         Section 1.1. Registered Office. The registered office of United Foods,
Inc. (hereinafter referred to as "the Corporation") in the State of Delaware
shall be located at 100 West Tenth Street, City of Wilmington, County of New
Castle, and the name of the registered agent at that address shall be The
Corporation Trust Company.

         Section 1.2. Principal Office. The principal office for the transaction
of the business of the Corporation shall be located at 100 Dawson Avenue, City
of Bells, State of Tennessee 38006. The Board of Directors (hereinafter referred
to as "the Board") is granted full power and authority to change, from time to
time, the principal office of the Corporation from one location to another.

         Section 1.3. Other Offices. The Corporation may have such other office
or offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time designate or as the business of the
Corporation may require.

                            ARTICLE II. STOCKHOLDERS

         Section 2.1. Annual Meeting. An annual meeting of stockholders shall be
held for the election of directors at such date, time, and place, either within
or without the State of Delaware, as may be designated by the Board of Directors
from time to time. Any other proper business may be transacted at the annual
meeting. If, for any reason, the annual meeting for the election of directors is
not held on the date designated therefor, the Board shall cause the meeting to
be held as soon thereafter as convenient.

         Section 2.2. Special Meetings. Special meeting of stockholders may be
called at any time by the principal executive officer of the Corporation, by the
Board, or by a majority of the members of the Board, or by a committee of the
Board which has been duly designated by the Board and whose powers and
authority, as provided in a resolution of the Board or in the By-laws, include
the power to call such meetings. A special meeting of stockholders may not be
called by any other person or persons. A special meeting shall be held at such
date, time, and place either within or without the State of Delaware as may be
stated in the notice of the meeting.

         Section 2.3. Adjournments. Any annual or special meeting of the
stockholders may adjourn from time to time to reconvene at the same or some
other place. Notice need not be given of any such adjourned meeting provided
that the time and place thereof are 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. A notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the 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.


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         Section 2.4. Place of Meetings. The Board of Directors may designate
any place, either within or without the State of Delaware, as the place of
meeting for any annual or for any special meeting of the stockholders.

         Section 2.5. Notice of Meetings. Whenever the stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given stating the place, date and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called
shall also be stated in the notice. Unless otherwise provided by law, the
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days prior to the
date of the meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
Except as otherwise expressly required by law, notice of any adjourned meeting
of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

         Section 2.6. Closing of Transfer Books or Fixing Date for Determination
of Stockholders of Record. The Board of Directors may provide that the stock
transfer books shall be closed for a stated period not to exceed, in any case,
fifty days in order that the Corporation may determine the stockholders (a)
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, (b) entitled to receive payment of any dividend or other
distribution or allotment of any rights, or (c) for the purpose of any other
lawful action. If the stock transfer books shall be closed to determine the
stockholders of record for any such purpose, such books shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no record date
is fixed, then 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 date 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 is held; and the record date for determining stockholders for any other
purpose shall be at the close of business on the date on which the Board 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 may fix a new
record date for the adjourned meeting.

         Section 2.7. List of Stockholders Entitled to Vote. The Secretary 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 at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

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         Section 2.8.  Quorum. At each meeting of stockholders, except where
otherwise provided by law, the holders of a majority of the outstanding shares
of each class of stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum. For purposes of the foregoing,
two or more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum the stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided by Section 2.3 of
these By-laws until a quorum shall attend. Shares of its own capital stock
belonging on the record date for the meeting to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall not be counted for quorum purposes.

         Section 2.9.  Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, or, in his absence or inability to act, by
the Vice Chairman of the Board, or, in his absence or inability to act by a
chairman designated by the Board of Directors, or, in the absence of such
designation, by a chairman chosen at the meeting. The Secretary of the
Corporation shall act as secretary of the meeting. In the absence or inability
of the Secretary of the Corporation to act, the chairman of the meeting shall
designate an acting secretary for such meeting.

         Section 2.10. Voting of Shares. Each stockholder shall, at each meeting
of the stockholders, be entitled to vote in person or by proxy each share of the
stock of the Corporation having voting rights on the matter in question which
shall have been held by him and registered in his name on the books of the
Corporation as of the record date determined in accordance with Section 2.6 of
these By-laws. Each share of stock of the Corporation shall have such vote or
fraction of a vote, with respect to any matter in question, as is provided in
the Certificate of Incorporation of the Corporation. The Corporation shall not
be entitled to vote shares of its own stock belonging to the Corporation or
shares of its own stock belonging to another corporation if a majority of the
shares entitled to vote in the election of directors in such other corporation
is held, directly or indirectly, by the Corporation; provided, however, that the
foregoing shall not limit the right of the Corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity. Persons
holding stock of the Corporation in a fiduciary capacity shall be entitled to
vote such stock. Persons who have pledged their stock in the Corporation shall
be entitled to vote such stock, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the General Corporation Law of the
State of Delaware.

         Section 2.11. Proxies. Each stockholder entitled to vote at a meeting
of stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke

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any proxy which is not irrevocable by attending the meeting and voting in person
or by filing with the Secretary of the Corporation an instrument in writing
revoking the proxy or another duly executed proxy bearing a later date. Voting
at meetings of stockholders need not be by written ballot.

                         ARTICLE III. BOARD OF DIRECTORS

         Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

         Section 3.2. Number and Qualifications. The Board of Directors shall
have eleven (11) members. Directors need not be stockholders.

         Section 3.3. Election of Directors. The directors shall be elected by
the stockholders of the Corporation, subject to the provisions of Articles
FOURTH, EIGHTH, and NINTH of the Certificate of Incorporation.

         Section 3.4. Resignation. Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall be effective at the time specified in
said notice; if no time is specified therein, it shall be effective immediately
upon its receipt. Unless otherwise specified in said notice, acceptance of such
resignation shall not be necessary to make it effective. If acceptance of such
resignation is expressly required by said notice, the acceptance shall be
effective upon the date that is personally delivered or mailed.

         Section 3.5. Regular Meetings. A regular meeting of the Board of
Directors shall be held without notice other than this By-law at such time and
place, either within or without the State of Delaware, as announced at a prior
meeting of the Board or determined by resolution of the Board.

         Section 3.6. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place, within or without the State of
Delaware, whenever called by the principal executive officer of the Corporation
or any director. Notice of any special meeting shall be given at least ten days
previous thereto by written notice delivered personally or sent by United States
mail or by telegram to each director at his business or home address. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice is given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any director may waive notice of any special meeting by
signing a written waiver of notice of, or written consent to, such meeting. The
attendance of a director at a special meeting shall also constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. 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 or waiver of notice of such
meeting.

         Section 3.7. Quorum and Manner of Acting. A majority of the number of
the total number of directors shall constitute a quorum for the transaction of
business at any meeting of the Board of


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Directors. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board. In the event that a
quorum shall not be present at any meeting of the Board, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

         Section 3.8.  Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board, designate one or more committees, each
committee to consist of one or more directors of the Corporation. The Board also
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.
In the absence or disqualification of a member of a committee, 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 place of any such absent or disqualified
member. Any such committee shall have and may exercise, to the extent provided
in the resolution of the Board, all the powers and authority 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 no such committee shall have power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of dissolution, removing or indemnifying directors, or amending these
By-laws; and, unless the resolution of the Board expressly provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. Such committee or committees shall keep detailed minutes
of their proceedings and report same to the Board of Directors at the Board's
request.

         Section 3.9.  Telephone Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this By-law shall constitute presence in person at such
meeting.

         Section 3.10. Compensation. By resolution of the Board of Directors,
the directors may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a fixed fee for attendance at each
meeting of the Board of Directors or a stated fee as director, or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

         Section 3.11. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken, unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment or shall forward such
dissent by registered mail to the Secretary of

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the Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any director who voted in favor of such action.

         Section 3.12. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his absence or inability to
act by the Vice Chairman of the Board, or in his absence or inability to act by
a chairman chosen at the meeting. The Secretary of the Corporation shall act as
secretary of the meeting, but in his absence or inability to act, the chairman
of the meeting may appoint any person to act as secretary of the meeting.

                              ARTICLE IV. OFFICERS

         Section 4.1. Number. The officers of the Corporation shall be a
Chairman of the Board, a President, two or more Vice-Presidents (the number
thereof to be determined by the Board of Directors), a Secretary, and a
Treasurer. Each officer shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may be held by the
same person, except that the offices of Chairman of the Board and Secretary, and
President and Secretary, shall not be held by the same person.

         Section 4.2. Election and Term of Offices. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors, held
after each 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 his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

         Section 4.3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors whenever, in its judgment, the best interests of the Corporation would
be served thereby; provided, however, that such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment to any office shall not, of itself, create contract rights. Any
officer chosen by the Board of Directors may resign at any time by giving
written notice of said resignation to the Corporation. Unless a different time
is specified therein, such resignation shall be effective upon its receipt by
the Chairman of the Board, the President, the Secretary, or the Board of
Directors.

         Section 4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 4.5. Other Officers or Agents. The Board of Directors may
appoint such other officers and agents as it shall deem necessary or expedient,
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

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         Section 4.6. The Chairman of the Board. The Chairman of the Board shall
be the principal executive officer of the Corporation and, subject to the
control of the Board of Directors, shall in general supervise and control all of
the business and affairs of the Corporation. He shall, when present, preside at
all meetings of the stockholders and shall preside at all meetings of the Board
of Directors. He may sign, with the Secretary or other proper officer of the
Corporation thereupon authorized by the Board of Directors, certificates for
shares of the Corporation. The Chairman of the Board shall be authorized to
enter into any contract in the name of and on behalf of the Corporation and to
execute and deliver any deeds, mortgages, bonds, contracts or other instruments
in the name of and on behalf of the Corporation, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws exclusively to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed. The
Chairman of the Board shall be authorized to delegate in writing to any employee
or class of employees the aforesaid power to enter into any contract or class of
contracts in the name of and on behalf of the Corporation and to execute and
deliver any and all instruments which may be required with respect to such
contract or contracts; provided, however, that such contract or contracts are in
the ordinary course of the Corporation's business. Each such written delegation
by the Chairman of the Board shall identify the employee or class of employees
to whom such power is delegated; shall state the duration for which such
delegation shall be effective, which duration may be definite or indefinite; and
shall state the limitations, if any, on the power delegated. The Chairman of the
Board shall perform such other duties as may be described by the Board of
Directors from time to time.

         Section 4.7. The Vice Chairman. The Vice Chairman shall have such
powers and perform such duties as shall be assigned to him by the Chairman of
the Board, or the Board of Directors. In the absence of the Chairman of the
Board, in the event of his inability to act, the Vice Chairman 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 restrictions upon the Chairman of the Board.

         Section 4.8. The President. The President shall be the principal
operating officer of the Corporation. He shall assist the Chairman of the Board
in the general supervision and control of the business and affairs of the
Corporation. He shall have such powers and shall perform such duties as from
time to time may be declared by the Chairman of the Board or by the Board of
Directors. The President may sign with the Secretary of the Corporation
certificates for shares of the corporation. In the absence of the Chairman of
the Board and the Vice Chairman of the Board or in the event of his inability 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 restrictions
upon the Chairman of the Board.

         Section 4.9. The Vice Presidents. The Vice Presidents shall have such
powers and perform such duties as shall be assigned to them by the Chairman of
the Board, the President or the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board the President or in the
event of their inability to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the
time of their election, or in the absence of any designation, then in the order
of their election) shall perform the duties of the

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Chairman of the Board and, when so acting, shall have all the powers of and be
subject to all restrictions upon the Chairman of the Board.

         Section 4.10. The Secretary. The Secretary shall: (a) keep the minutes
of the stockholders' meetings and of the Board of Directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each stockholder which shall be furnished
to the Secretary by such stockholder; (e) sign with the Chairman of the Board,
or the President, certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chairman of the Board
or by the Board of Directors.

         Section 4.11. The Treasurer. The Treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Article VI, Section 6.4 of these By-laws; and
(b) in general, perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
Chairman of the Board, the President or by the Board of Directors. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board shall determine.

         Section 4.12. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the Chairman of the Board, the President or the Board of Directors. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the Chairman of the Board or the President certificates for shares of the
Corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.

         Section 4.13. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.

              ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 5.1. Actions, Etc. 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,

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administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a member of any
committee or similar body, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

         Section 5.2. Actions, Etc. 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 or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or as a member of any committee or similar body, against
expenses (including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest 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 or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 5.3. Determination That Indemnification Is Proper. Any
indemnification under Section 5.1 or Section 5.2 above of these By-laws (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.1 and 5.2 of these
By-laws. Such determination shall be made (i) by the Board by a majority vote of
the directors who were not parties to such action, suit or proceeding, 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.

         Section 5.4. Successful Defense. Notwithstanding the other provisions
of this Article V, 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 Section 5.1 or Section 5.2 above of
these By-laws, or in defense of any claim, issue or matter therein, he shall be
indemnified

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against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

         Section 5.5. Expenses. 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 such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Article V. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

         Section 5.6. Nonexclusivity; Continuation. The indemnification or
advancement of expenses provided by this Article V shall not be deemed exclusive
and is declared expressly to be nonexclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
By-laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article V shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Section 5.7. Indemnification Insurance. Upon resolution passed by the
Board, the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or as a member of any committee or similar body against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article V.

         Section 5.8. Definitions. For the purposes of this Article V,
references to "the Corporation" include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or as a member of any committee or similar body shall
stand in the same position under the provisions of this Article V with respect
to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article V, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such

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director, officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he 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 interests of the Corporation" as referred to in
this Article V.

         Section 5.9. Amendment or Repeal. Any repeal or modification of any 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.

                             ARTICLE VI. CONTRACTS,
                           LOANS, CHECKS AND DEPOSITS

         Section 6.1. Contracts and Other Written Instruments. The Board of
Directors may authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances. Except as may otherwise be provided by resolution of the Board of
Directors or in these By-laws, any contract or other written instrument will be
binding upon the Corporation if signed on its behalf by the Chairman of the
Board or by any other officer of the Corporation to whom such power has been
specifically delegated in writing by the Chairman of the Board.

         Section 6.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

         Section 6.3. Checks, Drafts, Etc.. All checks, drafts or other orders
for the payment of money, notes or other evidences or indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

         Section 6.4. 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 depositaries as the Board of Directors
may select.

         Section 6.5. Guarantees of Debts of Subsidiaries. Each guarantee
proposed to be granted by the Corporation, or by any officer thereof, to pledge
the credit of the company for the debt of a subsidiary, shall be separately
considered and voted upon. No general authorization shall be granted to any
officer to pledge the credit of the Corporation for the payment of a debt of a
subsidiary. Each authorization for such guarantee shall be particularized in a
prior supporting resolution which names the subsidiary, the creditor sought to
be so secured, and the limit of such guarantee as to amount. A signed copy of
such guarantee shall be placed in the permanent minute book of the Corporation
as part of such enabling resolution.

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                      ARTICLE VII. CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

         Section 7.1. Certificates for Shares. Every holder of stock of the
Corporation shall be entitled to have a certificate certifying the number and
class of shares of stock owned by holder thereof. Certificates representing
shares of stock of the Corporation shall be in such form as shall be determined
by the Board of Directors. Such certificates shall be signed by the Chairman of
the Board or the President and by the Secretary or an Assistant Secretary.
Where, however, such certificate is signed by a transfer agent, or by an
assistant transfer agent, or by a transfer clerk acting on behalf of a
corporation, and a registrar, the signatures of any of the above officers may be
facsimile. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

         Section 7.2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.

                           ARTICLE VIII. MISCELLANEOUS

         Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 8.2. Seal. The Board of Directors shall provide a corporate
seal which shall be circular in form and shall have inscribed thereon the name
of the Corporation and the State of incorporation.

         Section 8.3. 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 its Certificate of
Incorporation.

         Section 8.4. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the Certificate of Incorporation or these By-laws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein shall be deemed equivalent to notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
the person

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attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors, or members of
a committee of directors need be specified in any written waiver of notice.

         Section 8.5. Interested Directors: Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have financial interest, shall be void or voidable solely for this
reason or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purpose, if: (i) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known, to the Board
or the committee, and the Board or committee in good faith unauthorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board, a committee thereof or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board or of a committee which authorizes the contract
or transaction.

         Section 8.6. Representation of Shares in Other Corporations. Shares of
other corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board, the President or any Vice President
and the Treasurer or the Secretary or an Assistant Secretary.

         Section 8.7. Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

         Section 8.8. Amendment of By-laws. These By-laws may be amended or
repealed, and new By-laws adopted, by the Board of Directors, but the
stockholders entitled to vote may adopt additional By-laws and may amend or
repeal any By-law whether or not adopted by them, provided that such stockholder
action is approved by the affirmative vote of the holders of not less than 75%
of the total voting power of all outstanding shares of each class of stock of
the Corporation entitled to vote in the election of directors.

         Section 8.9. The Corporation expressly elects not to be governed by
Section 203 of Subchapter VI, Chapter I, Title 8 of the Delaware Code.

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