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                                  EXHIBIT 3.2

                                 RESTATED BYLAWS
                    AMENDED AND RESTATED ON OCTOBER 27, 1998
                              AND FEBRUARY 10, 1999





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                                   BYLAWS OF

                        AMERICAN BUSINESS PRODUCTS, INC.

                (As amended on January 28, 1970; April 28, 1971;
               November 10, 1972; July 25, 1973; December 3, 1980;
                July 30, 1985; February 12, 1986; April 29, 1987;
            December 7, 1988; July 25, 1990; restated July 25, 1990;
                      amended and restated April 24, 1996;
                     amended and restated December 11, 1996;
                      amended and restated April 23, 1997;
                    amended and restated October 27, 1998 and
                     amended and restated February 10, 1999)


                                    ARTICLE I
                                  CAPITAL STOCK

Section 1.  Stock Certificates.  The capital stock of the company shall be
evidenced by certificates bearing the signatures or facsimiles thereof of the
Chief Executive Officer and the Secretary and countersigned by the Registrar and
Transfer Agent, if any. The stock shall be transferable only on the books of the
company by assignment properly signed by the stockholder of record. The company
may refuse any requested transfer until furnished evidence satisfactory to it
that such requested transfer is proper. The company may deem and treat the
registered holder of any stock as the absolute owner thereof for all purposes
and shall not be required to take any notice of any right or claim of right of
any other person.

Section 2.  Record Date.  The Board of Directors may fix a date (the "record
date") not exceeding seventy (70) days prior to the date appointed for any
meeting of the stockholders, or prior to the date fixed for the payment of any
dividend, or for the delivery of any evidences of rights, or other distribution
allowed by law, as the record date for the determination of the stockholders
entitled to participate in the aforesaid. Only stockholders of record on the
record date shall be entitled to notice of or to participate in the aforesaid.

Section 3.  Inspection of Records.  The record of stockholders, accounting 
records and written proceedings of the stockholders, the Board of Directors and
committees of the Board of Directors shall be open for inspection and copying
during regular business hours at the company's principal office by a stockholder
owning not less than two percent (2%) of the outstanding shares of the company
upon at least five (5) days written notice of his demand to inspect and copy.
The right of inspection by a stockholder may be granted only if his demand is
made in good faith and for a proper purpose that is reasonably relevant to his
legitimate interest as a stockholder, he describes with reasonable particularity
his purpose and the records he desires to inspect, the records are directly
connected with his purpose and are to be used only for the stated purpose.


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                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1.  Annual Meeting of Stockholders.  The annual meeting of the
stockholders shall be held on the last Wednesday in April in each year at 2:00
P.M. at the company's executive offices in Atlanta, Georgia, unless a different
time and place shall be designated by the Board of Directors, for the purpose of
electing Directors and for the transaction of only such other business as is
properly brought before the meeting in accordance with these bylaws. Notice of
such meeting stating the time and place thereof shall be given by the Secretary
not less than ten days nor more than fifty days before the time for such meeting
by depositing such notice in the post office with postage prepaid and directed
to each stockholder at his last known residence or at such other address as any
stockholder may have designated in writing.

To be properly brought before the meeting, business must be either (a) specified
in the notice of the meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors or (c) otherwise
properly brought before the meeting by a stockholder. In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a stockholder, the stockholder must have satisfied all of the
conditions set forth in Securities and Exchange Commission Rule 14a-8, and the
shareholder must give timely notice of his proposal to the company. To be
timely, a stockholder's notice must be delivered to or mailed and received by
the Secretary of the company at the executive offices of the company not fewer
than 120 calendar days prior to the first anniversary of the date of the
company's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders. However, if no annual meeting of
stockholders were held in the previous year or if the date of the annual meeting
of stockholders of the company has been changed by more than 30 calendar days
from the date contemplated at the time of the previous year's proxy statement,
the notice shall be received by the Secretary of the company at the executive
offices of the company no later than the later of (i) 150 days prior to the date
of the contemplated annual meeting or (ii) the date which is 10 calendar days
after the date of the first public announcement or other notification to the
stockholders of the date of the contemplated annual meeting. Notwithstanding
anything in the bylaws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures and conditions set forth
in this Article II, Section 1 and said Rule 14a-8; provided, however, that
nothing in this Article II, Section I or said Rule 14a-8 shall be deemed to
preclude discussion by any stockholder of any business properly brought before
the annual meeting. The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Article II,
Section 1, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.

Section 2.  Special Meetings of Stockholders.  Special meetings of the
stockholders may be called at any time by the Board of Directors, the Chief
Executive Officer, or the holders of not less than 50% of the shares then
outstanding and entitled to vote. Meetings may be held either within or without
the State of Georgia as designated by the Board of Directors. Notice of special
meetings of the stockholders, setting out the time, place and purpose of the
meeting, shall be



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mailed to each stockholder at his address shown on the books of the company, not
less than ten days nor more than sixty days before such meeting, unless such
stockholder waives notice of the meeting. No business may be transacted at any
special meeting of stockholders except such business as is set forth in the
notice of the special meeting.

Section 3.  Quorum.  The presence, in person or by proxy, of a majority of the
shares entitled to vote at a meeting shall constitute a quorum for the
transaction of business. Except as otherwise required by law or the articles of
incorporation of the company or these bylaws, the acts of a majority of the
stockholders present at a meeting at which a quorum is present shall be the acts
of the stockholders.

Section 4.  Waiver of Notice.  Any stockholder present at a meeting in person, 
or by proxy, shall be deemed to have waived notice thereof.

Section 5.  Proxies.  Any stockholder may vote his shares in person or by proxy 
by executing a writing which authorizes another person or persons to vote or
otherwise act on the stockholder's behalf. Execution may be accomplished by
means of facsimile telecommunication, either personally or by an
attorney-in-fact of an individual stockholder or by an authorized officer,
director, employee or agent in the case of any other stockholder. A stockholder
may authorize another person or persons to act for him as proxy by transmitting
or authorizing the transmission of a telegram, cablegram or other means of
electronic or telecommunication transmission acceptable to the company to the
person who will be the holder of the proxy.

                                   ARTICLE III
                               BOARD OF DIRECTORS

Section 1.  General Powers.  The business of the company shall be managed by a
Board of Directors consisting of not less than three nor more than fifteen
persons. Hereafter, within the limits above specified, the number of Directors
shall be determined only by the Board of Directors.

Section 2.  Nomination of Directors.  Only persons who are nominated in 
accordance with the following procedures shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
company at the annual meeting may be made at a meeting of stockholders, by or at
the direction of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors, or by any stockholder of the company
entitled to vote for the election of Directors at the meeting who complies with
the notice procedures set forth in this Article III, Section 2. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the company. To be timely, a stockholder's notice must be delivered to or
mailed and received by the Secretary of the company at the executive offices of
the company not fewer than 120 calendar days prior to the first anniversary of
the date of the company's proxy statement released to stockholders in connection
with the previous year's annual meeting of stockholders. However, if no annual
meeting of stockholders were held in the previous year or if the date of the
annual meeting of stockholders of the company has been changed by more than 30
calendar days from the date contemplated at the time of the previous year's
proxy statement,



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the notice shall be received by the Secretary of the company at the executive
offices of the company no later than the later of (i) 150 days prior to the date
of the contemplated annual meeting or (ii) the date which is 10 calendar days
after the date of the first public announcement or other notification to the
stockholders of the date of the contemplated annual meeting. Such stockholder's
notice to the Secretary shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a Director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of capital stock of the company which are beneficially owned by the
person and (iv) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of Directors pursuant to
Securities and Exchange Commission Regulation 14A; and (b) as to the stockholder
giving the notice, (i) the name and address of the stockholder and (ii) the
class and number of shares of capital stock of the company which are
beneficially owned by the stockholder. The company may require any proposed
nominee to furnish such other information as may reasonably be required by the
company to determine the eligibility of such proposed nominee to serve as
Director of the company. No person shall be eligible for election as a Director
of the company unless nominated in accordance with the procedures set forth
herein. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

Section 3.  Qualification of Directors.  Directors shall be natural persons who 
have attained the age of 18 years but need not be residents of the State of
Georgia or stockholders of the company.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors shall 
be held at such places within or without the State of Georgia and at such times
as the Board of Directors by vote may from time to time determine and if so
determined, no notice thereof need be given.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be
called by a Director or officer of the company. Said meetings shall be held at
the place designated in the notice of such meeting. Notice of such special
meeting shall be given to each Director at least two (2) days before such
meeting. Such notice may be given personally or by telephone, mail, telegram,
telex, facsimile transmission or any other means. Notice given by mail shall be
addressed to a Director at his last known principal place of business or
residence, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors given by telegram, telex or facsimile transmission shall be
deemed to be delivered when the telegram is delivered to the telegraph company,
or when the telex or facsimile transmission is transmitted to the Director.
Written notice delivered by any other means shall be deemed delivered when
received at or delivered to the Director's last known principal place of
business or residence.

Section 6.  Quorum and Voting.  At all meetings of the Board of Directors or a
committee thereof, one-half of the number of Directors shall be necessary to
constitute a quorum to transact business. The affirmative vote of a majority of
the Directors present at any meeting at which there is a quorum at the time of
such act shall be the act of the Board or of the committee, except



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as might be otherwise specifically provided by statute or by the articles of
incorporation or bylaws.

Section 7.  Waiver of Notice.  Whenever any notice is required to be given under
provisions of the articles of incorporation or these bylaws or by law, a waiver
thereof, signed by the Director entitled to notice and delivered to the company
for inclusion in the minutes or filing with the corporate records, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting and of all objections to the place or time of the meeting or the
manner in which it has been called or convened, except when the Director attends
a meeting for the express purpose of stating, at the beginning of the meeting,
any such objection and does not thereafter vote for or assent to action taken at
the meeting. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the Directors need be specified in any written
waiver of notice.

Section 8.  Committees.  The Board of Directors may, by resolution, designate 
from among its members one or more committees, each committee to consist of one
or more directors, except that committees appointed to take action with respect
to indemnification of directors, directors' conflicting interest transactions or
derivative proceedings shall consist of two or more directors qualified to serve
pursuant to the Georgia Business Corporation Code (the "Code"). Any such
committee, to the extent specified by the board of directors, articles of
incorporation or bylaws, shall have and may exercise all of the authority of the
Board of Directors in the management of the business and affairs of the company,
except that it may not (1) approve or propose to stockholders action that the
Code requires to be approved by stockholders, (2) fill vacancies on the Board of
Directors or any of its committees, (3) amend the articles of incorporation, (4)
adopt, amend, or repeal bylaws or (5) approve a plan of merger not requiring
stockholder approval.

Section 9.  Action Without Meeting.  Unless the articles of incorporation or
bylaws provide otherwise, any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if the action is taken by all members of the Board or committee, as
the case may be. The action must be evidenced by one or more written consents
describing the action taken, signed by each director, and filed with the minutes
of the proceedings of the Board or committee or filed with the corporate
records.

Section 10.  Remote Participation in a Meeting.  Unless otherwise restricted by
the articles of incorporation or the bylaws, any meeting of the Board of
Directors may be conducted by the use of any means of communication by which all
directors participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.

Section 11.  Compensation of Directors.  The Board of Directors may fix the
compensation of the directors for their services as directors. No provision of
these bylaws shall be construed to preclude any director from serving the
company in any other capacity and receiving compensation therefor.



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                                   ARTICLE IV
                                    OFFICERS

Section 1.  Appointment of Officers.  The officers of the company may include a
Chairman of the Board, Chief Executive Officer, Chief Operating Officer,
President, a Secretary, a Chief Financial Officer (whose title shall be
designated by the Board) and such other officers and assistant officers as may
be elected or appointed by the Board of Directors or the Chief Executive
Officer. The same individual simultaneously may hold more than one office.

Section 2.  Powers and Duties.  Each officer has the authority and shall perform
the duties set forth below or, to the extent consistent with these bylaws, the
duties prescribed by the Board of Directors or by direction of the Chief
Executive Officer authorized to prescribe the duties of other officers.

         (a) Chairman of the Board. The Chairman of the Board shall be chosen
from among the directors of the company and shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board shall have
the usual powers and duties incident to the position of Chairman of the Board of
Directors of a company and such other powers and duties as from time to time may
be assigned by the Board of Directors.

         (b) Chief Executive Officer. The Chief Executive Officer of the company
shall be responsible for the administration of the company, including general
supervision of the policies of the company and general and active management of
the financial affairs of the company. The Chief Executive Officer shall have the
power to make and execute contracts on behalf of the company and to delegate
such power to others. The Chief Executive Officer also shall have such powers
and perform such duties as are specifically imposed on him by law and as may be
assigned to him by the Board of Directors.

         (c) President. The President shall perform such duties as a President
customarily performs and shall perform such other duties and shall exercise such
other powers as the Chief Executive Officer or the Board of Directors may from
time to time designate. The President, in the absence or disability or at the
direction of the Chief Executive Officer, shall perform the duties and exercise
the powers of the Chief Executive Officer.

         (d) Chief Operating Officer. The Chief Operating Officer shall perform
such duties as a Chief Operating Officer customarily performs and shall perform
such other duties and shall exercise such other powers as the Chief Executive
Officer or the Board of Directors may from time to time designate. The Chief
Operating Officer, in the absence or disability or at the direction of the
President, shall perform the duties and exercise the powers of the President.

         (e) Vice Presidents. The Vice Presidents, if any, shall perform such
duties as Vice Presidents customarily perform and shall perform such other
duties and shall exercise such other powers as the Chief Executive Officer or
the Board of Directors may from time to time designate. The Vice President, in
the absence or disability or at the direction of the President, shall perform
the duties and exercise the powers of the President. If the company has more
than one Vice President, the one designated by the Board of Directors shall act
in lieu of the



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President, or, in the absence of any such designation, then the Vice President
first elected shall act in lieu of the President. In the absence of a Secretary
or an Assistant Secretary, the Vice President shall perform the Secretary's
duties.

         (f) Secretary. The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors, as requested, and shall
record all votes and minutes of all proceedings in books to be kept for that
purpose, and shall perform like duties for the standing committees when
required. The Secretary shall have custody of the corporate seal of the company,
shall have the authority to affix the same to any instrument the execution of
which on behalf of the company under its seal is duly authorized and shall
attest to the same by his signature whenever required. The Board of Directors
may give general authority to any other officer to affix the seal of the company
and to attest to the same by his signature. The Secretary shall give, or cause
to be given, any notice required to be given of any meetings of the
stockholders, the Board of Directors and of the standing committees when
required. The Secretary shall cause to be kept such books and records as the
Board of Directors, the Chairman of the Board, the Chief Executive Officer or
the President may require and shall cause to be prepared, recorded, transferred,
issued, sealed and canceled certificates of stock as required by the
transactions of the company and its stockholders. The Secretary shall attend to
such correspondence and shall perform such other duties as may be incident to
the office of a Secretary of a company or as may be assigned to him by the Board
of Directors, the Chairman of the Board, the Chief Executive Officer or the
President.

         (g) Treasurer. The Treasurer shall be charged with the management of
financial affairs of the company. The Treasurer shall perform such duties as
Treasurers usually perform and shall perform such other duties and shall
exercise such other powers as the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President may from time to time designate and
shall render to the Chairman of the Board, the Chief Executive Officer, the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the company.

         (h) Assistant Vice President, Assistant Secretary and Assistant
Treasurer. The Assistant Vice President, Assistant Secretary and Assistant
Treasurer, if any, in the absence or disability of any Vice President, the
Secretary or the Treasurer, respectively, shall perform the duties and exercise
the powers of those offices, and, in general, they shall perform such other
duties as shall be assigned to them by the Board of Directors or by the person
appointing them. Specifically the Assistant Secretary may affix the corporate
seal to all necessary documents and attest the signature of any officer of the
company.

Section 3.  Other Duties.  Each officer, employee and agent shall have such 
other duties and authorities as may be conferred upon him by the Board of
Directors.

Section 4.  Resignation and Removal of Officers.  Any officer may resign at any
time by delivering notice to the company and such resignation is effective when
the notice is delivered unless the notice specifies a later effective date. The
Board of Directors may remove any officer at any time with or without cause. A
contract of employment for a definite term shall not prevent the removal of any
officer, but this provision shall not prevent the making of a contract



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of employment with any officer, and any officer removed in breach of his
contract of employment shall have cause of action therefor.

Section 5.  Execution of Documents.  All deeds, contracts and other instruments
shall be executed by such person or persons as the Board of Directors may from
time to time designate.

                                    ARTICLE V
                                  DEPOSITORIES

Section 1.  Bank Accounts.  All funds of the company shall be deposited in the
name of the company in such bank, banks, trust companies, or other depositories
as the Board of Directors may from time to time designate and shall be drawn out
on checks, drafts or other orders signed on behalf of the company by such person
or persons as the Board of Directors may from time to time designate.

                                   ARTICLE VI
                          INDEMNIFICATION AND INSURANCE

Section 1.  Authority to Indemnify; Third Party Actions.  Every person now or
hereafter serving as a director or officer of the company and any and all former
directors and officers shall be indemnified and held harmless by the company
from and against any and all loss, cost, liability, and expense that may be
imposed upon or incurred by him in connection with or resulting from any
threatened, pending, or completed claim, action, suit, or proceeding (other than
an action by or in the right of the company), whether civil, criminal,
administrative, or investigative, in which he may become involved, as a party or
otherwise, by reason of his being or having been a director or officer of the
company, or arising from his status as such, or that he is or was serving at the
request of the company as a director, officer, employee, or agent of another
company, limited liability company, partnership, limited partnership, limited
liability partnership, limited liability limited partnership, joint venture,
trust, or other enterprise, regardless of whether such person is acting in such
capacity at the time such loss, cost, liability or expense shall have been
imposed or incurred. As used herein, the term "loss, cost, liability and
expense" shall include, but shall not be limited to, any and all costs, expenses
(including attorneys' fees and disbursements), judgments, penalties, fines, and
amounts paid in settlement incurred in connection with any such claim, action,
suit, or proceeding if such person acted in good faith and, while acting in an
official capacity as a director or officer, acted in a manner he reasonably
believed to be in the best interest of the company, and, in all other cases,
acted in a manner he reasonably believed was not opposed to the best interests
of the company and, with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful. The
termination of any claim, 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 a
manner which meets the standard described in the immediately preceding sentence.
If any such claim, action, suit, or proceeding is settled (whether by agreement,
plea of nolo contendere, entry of judgment or consent, or otherwise), the
determination in good faith by the Board of Directors of the company that such
person acted in a manner that met the standard set forth in this paragraph shall
be necessary and sufficient to justify indemnification.



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Section 2.  Authority to Indemnify; Derivative Actions.  The company shall
indemnify and hold harmless 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 company to procure a judgment in its favor by reason of the
fact he is or was a director or officer of the company, or is or was serving at
the request of the company as a director, officer, employee, or agent of another
company, limited liability company, partnership, limited partnership, limited
liability partnership, limited liability limited partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees and
disbursements), judgments and any other amounts, now or hereafter permitted by
applicable law, actually and reasonably incurred by him or in connection with
the defense or settlement of such action or suit; 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 company, unless the director or
officer has not been adjudged liable or subject to injunctive relief in favor of
the company (i) for any appropriation, in violation of his duties, of any
business opportunity of the company; (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) for the types of
liability set forth in Code Section 14-2-832; or (iv) for any transaction from
which he received an improper personal benefit, and in the event the foregoing
conditions are not met, then only to the extent that the court in which such
action or suit was brought or another court of competent jurisdiction 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 shall deem proper.

Section 3.  Advancement of Expenses.  Expenses incurred in any claim, action,
suit, or proceeding shall be paid by the company in advance of the final
disposition of such claim, action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt from the director or officer of a
written affirmation of his good faith belief that he has met the relevant
standard of conduct set forth under Section 14-2-851 of the Code and furnishes
to the company an undertaking to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the company.

Section 4.  Determination of Indemnification Right.  Except as ordered by a
court, the company may not indemnify a director, officer, employee or agent
under this Article unless authorized hereunder and a determination has been made
in the specific case that indemnification of the director, officer or employee
is permissible under the circumstances because he or she has met the relevant
standard of conduct set forth in either Section I or Section 2. The
determination shall be made (i) if there are two or more disinterested
directors, by the board of directors by a majority vote of all the disinterested
directors (a majority of whom shall for such purpose constitute a quorum), or by
a majority of the members of a committee of two or more disinterested directors
appointed by such a vote; (ii) by special legal counsel (a) selected in the
manner prescribed in clause (i) of this sentence or (b) if there are fewer than
two disinterested directors, selected by the board of directors (in which
selection directors who do not qualify as disinterested directors may
participate); or (iii) by the shareholders, but shares owned by or voted under
the control of a director who at the time does not qualify as a disinterested
director may not be voted on the determination.



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Section 5.  Consideration.  The company shall be obligated to provide
indemnification in accordance with the provisions of this Article VI. Any person
who at any time after the adoption of this Article serves or has served in the
capacity of director or officer for or on behalf of the company shall be deemed
to be doing or to have done so in reliance upon, and as consideration for, the
right of indemnification provided herein. Such right shall inure to the benefit
of the legal representatives of any such person and shall not be exclusive of
any other rights to which such person may be entitled apart from the provision
of this Article. Any repeal or modification of these indemnification provisions
shall not affect any rights or obligations existing at the time of such repeal
or modification.

Section 6.  Non-Exclusive Right of Indemnification.  The foregoing rights of
indemnification and advancement of expenses shall not be deemed exclusive of any
other right to which those indemnified may be entitled, and the company may
provide additional indemnity and rights to its directors, officers, employees or
agents.

Section 7.  Insurance.  The company may purchase and maintain insurance, at its
expense, on behalf of an individual who is or was a director, officer, employee
or agent of the company or who, while a director, officer, employee or agent of
the company, is or was serving at the request of the company as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in any such
capacity or arising from his status as a director, officer, employee or agent,
whether or not the company would have power to indemnify him against the same
liability under this Article.

Section 8.  Miscellaneous.  The provisions of this Article VI shall cover 
claims, actions, suits and proceedings, civil or criminal, whether now pending
or hereafter commenced and shall be retroactive to cover acts or omissions or
alleged acts or omissions which heretofore have taken place. In the event of
death of any person having a right of indemnification or advancement of expenses
under the provisions of this Article VI, such right shall inure to the benefit
of his heirs, executors, administrators and personal representatives. If any
part of this Article VI should be found to be invalid or ineffective in any
proceeding, the validity and effect of the remaining provisions shall not be
affected.



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                                   ARTICLE VII
                        APPROVAL OF BUSINESS COMBINATIONS

Section 1.  Business Combinations.  All of the requirements of Sections 
14-2-1131 to 1133 of the Code, inclusive, and as from time to time amended,
shall be applicable to the company.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

Section 1.  Seal.  The company may have a seal, which shall be in such form as 
the Board of Directors may from time to time determine. In the event that the
use of the seal is at any time inconvenient, the signature of an officer of the
company, followed by the word "Seal" enclosed in parenthesis, shall be deemed
the seal of the company.

Section 2.  Voting Shares in Subsidiaries.  In the absence of other arrangements
by the Board of Directors, shares of stock issued by another corporation and
owned or controlled by the company, whether in a fiduciary capacity or
otherwise, may be voted by the Chairman of the Board, Chief Executive Officer,
President or any Vice President, in the same order as they preside, or, in the
absence of action by the foregoing officers, by any other officer of the
company, and such person may execute the aforementioned powers by executing
proxies and written waivers and consents on behalf of the company.

Section 3.  Amendment of Bylaws.  These bylaws may be amended or repealed and 
new bylaws may be adopted by the Board of Directors at any regular or special
meeting of the Board of Directors unless the articles of incorporation or the
Code reserve this power exclusively to the stockholders in whole or in part or
the stockholders, in amending or repealing the particular bylaw, provide
expressly that the Board of Directors may not amend or repeal that bylaw.



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