<PAGE>

                                                                     EXHIBIT 3.3

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                                 RESTATED BYLAWS


                                       OF

                            STERLING CHEMICALS, INC.





================================================================================

                        EFFECTIVE AS OF DECEMBER 6, 2002

================================================================================


<PAGE>


                                TABLE OF CONTENTS


<Table>
<S>                                                                         <C>
ARTICLE I Offices and Records.................................................1

   Section 1.01 Registered Office and Agent...................................1
   Section 1.02 Other Offices.................................................1
   Section 1.03 Books and Records.............................................1

ARTICLE II Meetings of Stockholders...........................................1

   Section 2.01 Annual Meetings...............................................1
   Section 2.02 Special Meetings..............................................2
   Section 2.03 Place of Meetings.............................................2
   Section 2.04 Notice of  Meetings...........................................2
   Section 2.05 Voting List...................................................3
   Section 2.06 Quorum and Adjournment........................................3
   Section 2.07 Adjourned Meetings............................................3
   Section 2.08 Voting........................................................4
   Section 2.09 Proxies.......................................................5
   Section 2.10 Record Date...................................................5
   Section 2.11 Conduct of Meetings; Agenda...................................6
   Section 2.12 Inspectors of Election; Opening and Closing of Polls..........6
   Section 2.13 Procedures for Bringing Business Before Meetings..............7
   Section 2.14 Presence at Meetings..........................................8
   Section 2.15 Stockholder Action By Written Consent.........................8
   Section 2.16 Treasury Stock................................................9

ARTICLE III Board of Directors -- Powers, Number, Nominations, Resignations,
                Removal, Vacancies and Compensation..........................10

   Section 3.01 Management...................................................10
   Section 3.02 Number, Qualification and Term of Office.....................10
   Section 3.03 Nominations..................................................10
   Section 3.04 Resignations.................................................12
   Section 3.05 Removal......................................................12
   Section 3.06 Vacancies....................................................12
   Section 3.07 Subject to Rights of Holders of Preferred Stock..............12
   Section 3.08 Subject to Rights Under the Certificate of Incorporation.....13
   Section 3.09 Compensation.................................................13

ARTICLE IV Board of Directors -- Meetings and Actions........................13

   Section 4.01 Regular Meetings.............................................13
   Section 4.02 Special Meetings.............................................13
   Section 4.03 Quorum; Voting...............................................13
   Section 4.04 Chairman of the Board........................................14
   Section 4.05 Conduct of Meetings; Presiding Officer and Secretary.........14
   Section 4.06 Action Without Meeting.......................................14
   Section 4.07 Telephonic Meetings..........................................14
</Table>


                                       -i-
<PAGE>


<Table>
<S>                                                                         <C>
ARTICLE V Committees of the Board of Directors...............................14

   Section 5.01 Executive Committee..........................................14
   Section 5.02 Other Committees.............................................15
   Section 5.03 Term.........................................................15
   Section 5.04 Committee Changes; Removal...................................15
   Section 5.05 Alternate Members............................................15
   Section 5.06 Rules and Procedures.........................................15
   Section 5.07 Action Without Meeting.......................................16
   Section 5.08 Telephonic Meetings..........................................16
   Section 5.09 Resignations.................................................16
   Section 5.10 Limitations on Authority.....................................16

ARTICLE VI Officers..........................................................17

   Section 6.01 Number; Titles; Qualification; Term of Office................17
   Section 6.02 Election.....................................................18
   Section 6.03 Removal......................................................18
   Section 6.04 Resignations.................................................18
   Section 6.05 Vacancies....................................................18
   Section 6.06 Salaries.....................................................18
   Section 6.07 Executive Chairman...........................................18
   Section 6.08 Chief Executive Officer......................................18
   Section 6.09 President....................................................19
   Section 6.10 Vice Presidents..............................................19
   Section 6.11 Treasurer....................................................19
   Section 6.12 Assistant Treasurers.........................................19
   Section 6.13 Secretary....................................................20
   Section 6.14 Assistant Secretaries........................................20

ARTICLE VII Stock............................................................21

   Section 7.01 Certificates.................................................21
   Section 7.02 Signatures on Certificates...................................21
   Section 7.03 Legends......................................................21
   Section 7.04 Lost, Stolen or Destroyed Certificates.......................21
   Section 7.05 Transfers of Shares..........................................21
   Section 7.06 Registered Stockholders......................................22
   Section 7.07 Regulations..................................................22
   Section 7.08 Stock Options, Warrants, etc. ...............................22
   Section 7.09 Restrictions on Certain Transfers............................22

ARTICLE VIII Indemnification.................................................22

   Section 8.01 Third Party Actions..........................................22
   Section 8.02 Actions By or in the Right of the Corporation................23
   Section 8.03 Certain Limitations..........................................24
   Section 8.04 Expenses.....................................................24
   Section 8.05 Non-Exclusivity..............................................24
   Section 8.06 Enforceability...............................................25
</Table>


                                      -ii-
<PAGE>


<Table>
<S>                                                                         <C>
   Section 8.07 Survival.....................................................25
   Section 8.08 Amendment....................................................25
   Section 8.09 No Rights of Subrogation.....................................25
   Section 8.10 Definitions..................................................25

ARTICLE IX Notices and Waivers...............................................26

   Section 9.01 Methods of Giving Notices....................................26
   Section 9.02 Waiver of Notice.............................................26

ARTICLE X Miscellaneous Provisions...........................................26

   Section 10.01 Dividends...................................................26
   Section 10.02 Reserves....................................................27
   Section 10.03 Checks......................................................27
   Section 10.04 Corporate Contracts and Instruments.........................27
   Section 10.05 Limitation of Access of Stockholders to Books and Records...27
   Section 10.06 Attestation.................................................27
   Section 10.07 Fiscal Year.................................................27
   Section 10.08 Seal........................................................28
   Section 10.09 Invalid Provisions..........................................28
   Section 10.10 Headings....................................................28
   Section 10.11 References/Gender/Number....................................28
   Section 10.12 Amendments..................................................28
   Section 10.13 Facsimile Signatures........................................28
</Table>


                                     -iii-
<PAGE>



                                 RESTATED BYLAWS

                                       OF

                            STERLING CHEMICALS, INC.

            (As amended through, and effective on, December 6, 2002)

                                    Preamble

                  These Bylaws are subject to, and governed by, the General
Corporation Law of the State of Delaware ("DGCL") and the Restated Certificate
of Incorporation (as amended the "Certificate of Incorporation"), of Sterling
Chemicals, Inc. (the "Corporation"), such term to include the resolutions of the
Board of Directors of the Corporation creating any series of preferred stock,
par value $0.01 per share, of the Corporation. In the event of a direct conflict
between the provisions of these Bylaws and the mandatory provisions of the DGCL
or the provisions of the Certificate of Incorporation, such provisions of the
DGCL or the Certificate of Incorporation, as the case may be, will be
controlling.

                                    ARTICLE I

                               Offices and Records

                  Section 1.01 Registered Office and Agent. The registered
office and registered agent of the Corporation shall be as designated from time
to time by the appropriate filing by the Corporation in the office of the
Secretary of State of the State of Delaware.

                  Section 1.02 Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors of the Corporation (the "Board of Directors") may from
time to time determine or the business of the Corporation may require.

                  Section 1.03 Books and Records. The books and records of the
Corporation may be kept at the Corporation's principal executive office in
Houston, Texas or at such other locations outside the State of Delaware as may
from time to time be designated by the Board of Directors.

                                   ARTICLE II

                            Meetings of Stockholders

                  Section 2.01 Annual Meetings. An annual meeting of the
Corporation's stockholders (the "Stockholders") shall be held each calendar year
for the purposes of (i) electing directors as provided in Section 3.02 and (ii)
transacting such other business as may properly be brought before the meeting.
The Corporation shall hold its first annual meeting of Stockholders following
the Effective Date not later than 13 months after the Effective Date (or such
earlier


<PAGE>
time as shall be required by law), and its second annual meeting not later than
13 months after such first annual meeting. Thereafter, annual meetings shall be
held at such times as shall be determined by the Board subject to the provisions
of applicable law.

         Section 2.02 Special Meetings. Special meetings of the Stockholders,
for any purpose or purposes, may be called at any time by the Chairman of the
Board (if any), the Chief Executive Officer or one or more shareholders holding
in the aggregate not less than 10% of the voting power of the Corporation's then
outstanding stock, and shall be called by the Secretary at the written request,
or by resolution adopted by the affirmative vote, of a majority of the total
number of directors which the Corporation would have if there were no vacancies
(the "Whole Board"), which request or resolution shall fix the date, time and
place, and state the purpose or purposes, of the proposed meeting. Business
transacted at any special meeting of Stockholders shall be limited to the
purposes stated in the notice or waivers of notice of such meeting.

         Section 2.03 Place of Meetings. The Board of Directors may designate
the place of meeting (either within or without the State of Delaware) and
determine the means of remote communication, if necessary, for any meeting of
Stockholders. If no designation of the place of meeting is made by the Board of
Directors, then (a) the place of meeting shall be held at the principal
executive office of the Corporation or (b) the meeting shall be held by any
reasonable means of remote communication as determined and consented to by the
holders of a majority of the voting power of the Corporation's then outstanding
stock.

         Section 2.04 Notice of Meetings. Written notice of each meeting of
Stockholders shall be given to each Stockholder of record entitled to vote
thereat, which notice shall (i) state the place (if any), date, time and means
of remote communication (if any) of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called and (ii) be
given not less than ten nor more than 60 days before the date of the meeting.

                  (a) Each notice of a meeting of Stockholders shall be given as
provided in Section 9.01, except that if no address appears on the Corporation's
books or stock transfer records with respect to any Stockholder, notice to such
Stockholder shall be deemed to have been given if sent by first class mail or
telecommunication to the Corporation's principal executive officer or if
published at least once in a newspaper of general circulation in the county
where such principal executive office is located.

                  (b) If a stockholder has previously requested to receive
notice in writing by mail, and any notice addressed to such Stockholder at the
address of such Stockholder appearing on the books of the Corporation is
returned to the Corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the notice
to the Stockholder at such address, all further notices to such Stockholder at
such address shall be deemed to have been duly given without further mailing if
the same shall be available to such Stockholder upon written demand of such
Stockholder at the principal executive office of the Corporation for a period of
one year from the date of the giving of such notice. If a stockholder has
previously requested to receive notice by any means other than in writing by
mail, and the Corporation is unable to timely deliver the notice to the
Stockholder by such means, the Corporation shall deliver such notice by mail to
the address of the Stockholder appearing on the books of the Corporation;
provided, however, that if the United States Postal



                                      -2-
<PAGE>


Service returns such notice to the Corporation indicating that it is
undeliverable to such address, then all further notices to such stockholder
shall be deemed to have been duly given by making such notice available upon
written demand of the stockholder at the principal executive office of the
Corporation for a period of one year from the date such notice was first given.

                  (c) Any previously scheduled meeting of the Stockholders may
be postponed by resolution of the Board of Directors upon Public Announcement of
such postponement prior to the time previously scheduled for such meeting. As
used in these Bylaws, "Public Announcement" means the disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act (as defined in Section 2.13(f)).

         Section 2.05 Voting List. At least ten days before each meeting of
Stockholders, the Secretary or other officer or agent of the Corporation who has
charge of the Corporation's stock ledger shall prepare a complete list of the
Stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing, with respect to each Stockholder, his or her address, the means by
which he or she has requested to receive notices (if any) and the number of
shares registered in his or her name. 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 the place where the meeting is to be held or, if the meeting is held solely
by means of remote communication, on a reasonably accessible electronic network.
The list shall also be produced and kept open at the time and place of the
meeting during the whole time thereof, and may be inspected by any Stockholder
who is present or deemed present by such means of remote communication. The
stock ledger of the Corporation shall be the only evidence as to who are the
Stockholders entitled to examine any list required by this Section 2.05 or to
vote at any meeting of Stockholders.

         Section 2.06 Quorum and Adjournment. The holders of a majority of the
voting power of the outstanding shares of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), present in person
or represented by proxy, shall constitute a quorum at any meeting of
Stockholders, except as otherwise provided by applicable law, the Certificate of
Incorporation or these Bylaws. If a quorum is present at any meeting of
Stockholders, such quorum shall not be broken by the withdrawal of enough
Stockholders to leave less than a quorum and the remaining Stockholders may
continue to transact business until adjournment. If a quorum shall not be
present at any meeting of Stockholders, the holders of a majority of the voting
stock represented at such meeting or, if no Stockholder entitled to vote is
present at such meeting, any officer of the Corporation may adjourn such meeting
from time to time until a quorum shall be present.

         Section 2.07 Adjourned Meetings. When a meeting of Stockholders is
adjourned to another time or place pursuant to Section 2.06, unless otherwise
provided by these Bylaws, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken; provided, however, if an adjournment is for more than 30 days or if
after an adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Stockholder entitled to
vote thereat. At any adjourned meeting at which a quorum shall be present in
person or


                                      -3-
<PAGE>
represented by proxy, the Stockholders entitled to vote thereat may transact any
business which might have been transacted at the meeting as originally noticed.

         Section 2.08 Voting. Election of directors at all meetings of
Stockholders at which directors are to be elected shall be by written ballot
and, except as otherwise provided in the Certificate of Incorporation, a
plurality of the votes cast thereat shall elect. Except as otherwise provided by
applicable law, the Certificate of Incorporation or these Bylaws, all matters
other than the election of directors submitted to the Stockholders at any
meeting shall be by written ballot, unless Stockholders holding a majority of
the issued and outstanding stock present in person or represented by proxy at
such meeting elect otherwise, and shall be decided by a majority of the votes
cast with respect thereto. Except as otherwise provided in the Certificate of
Incorporation or by applicable law, (i) no Stockholder shall have any right of
cumulative voting and (ii) each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders.

                  (a) Shares standing in the name of another corporation
(whether domestic or foreign) may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe or, the absence of such provision,
as the board of directors of such corporation may determine. Shares standing in
the name of a deceased person may be voted by the executor or administrator of
such deceased person, either in person or by proxy. Shares standing in the name
of guardian, conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no fiduciary shall be entitled to vote shares held in
such fiduciary capacity without a transfer of such shares into the name of such
fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A Stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee (or his or her proxy) may represent the stock and vote thereon.

                  (b) If shares or other securities having voting power stand of
record in the name of two or more persons (whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise) or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:

                           (i) if only one votes, his or her act binds all;

                           (ii) if more than one votes, the act of the majority
         so voting binds all; and

                           (iii) if more than one votes but the vote is evenly
         split on any particular matter, each fraction may vote the securities
         in question proportionately or any person voting the shares or a
         beneficiary (if any) may apply to the Delaware Court of Chancery or
         such other court as may have jurisdiction to appoint an additional
         person to act with the person so voting the



                                      -4-
<PAGE>
         shares, which shall then be voted as determined by a majority such
         persons and the person so appointed by the court.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of the paragraph (c) shall
be a majority or even-split in interest.

         Section 2.09 Proxies. At any meeting of Stockholders, each Stockholder
having the right to vote thereat may be represented and vote either in person or
by proxy executed in writing by such Stockholder or by his or her duly
authorized attorney-in-fact. Each such proxy shall be filed with the Secretary
of the Corporation at or before the beginning of each meeting at which such
proxy is to be voted. Unless otherwise provided therein, no proxy shall be valid
after three years from the date of its execution. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power or unless otherwise made
irrevocable by applicable law.

                  (a) A proxy shall be deemed signed if the Stockholder's name
is placed on the proxy (whether by manual signature, telegraphic transmission or
otherwise) by the Stockholder or his attorney-in-fact. In the event any proxy
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting (or, if only one shall be present, then that one)
shall have and may exercise all the powers conferred by the proxy upon all the
persons so designated unless the proxy shall otherwise provide.

                  (b) Except as otherwise provided by applicable law, by the
Certificate of Incorporation or by these Bylaws, the Board of Directors may, in
advance of any meeting of Stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies (and the validation of
same) which may be voted at such meeting.

         Section 2.10 Record Date. For the purpose of determining the
Stockholders entitled to notice of or to vote at any meeting of Stockholders (or
any adjournment thereof), the Board of Directors may fix a record date, which
record date shall not precede the date on which the resolution fixing the record
date is adopted by the Board of Directors or be more than 60 nor less than ten
days prior to the date of such meeting. If no record date is fixed, the record
date for determining Stockholders entitled to notice of or to vote at a meeting
of Stockholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A determination
of Stockholders of record entitled to notice of or to vote at a meeting of
Stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                  (a) For the purpose of determining the Stockholders entitled
to consent to any corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted by the Board of Directors
or be more than ten days after the date on which the resolution fixing the
record date is adopted by the Board of Directors. If no record date is fixed,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.



                                      -5-
<PAGE>
                  (b) For the purpose of determining the Stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted by the Board of Directors
or be more than 60 days prior to any other action. If no record date is fixed,
the record date for determining Stockholders for any other purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

         Section 2.11 Conduct of Meetings; Agenda. Meetings of the Stockholders
shall be presided over by the officer of the Corporation whose duties under
these Bylaws require him to do so; provided, however, if no such officer of the
Corporation shall be present at any meeting of Stockholders, such meeting shall
be presided over by a chairman to be chosen by a majority of the Stockholders
entitled to vote at the meeting who are present in person or by proxy. At each
meeting of Stockholders, the officer of the Corporation whose duties under these
Bylaws require him to do so shall act as secretary of the meeting; provided,
however, if no such officer of the Corporation shall be present at any meeting
of Stockholders, the chairman of such meeting shall appoint a secretary. The
order of business at each meeting of Stockholders shall be as determined by the
chairman of the meeting, including such regulation of the manner of voting and
the conduct of discussion as seems to him in order.

                  (a) The Board of Directors may, in advance of any meeting of
Stockholders, adopt an agenda for such meeting, adherence to which the chairman
of the meeting may enforce.

         Section 2.12 Inspectors of Election; Opening and Closing of Polls.
Before any meeting of Stockholders, the Board of Directors may, and if required
by law shall, appoint one or more persons to act as inspectors of election at
such meeting or any adjournment thereof. If any person appointed as inspector
fails to appear or fails or refuses to act, the chairman of the meeting may, and
if required by law shall, appoint a substitute inspector. If no inspectors are
appointed by the Board of Directors, the chairman of the meeting may, and if
required by law shall, appoint one or more inspectors at the meeting.
Notwithstanding the foregoing, inspectors shall be appointed consistent with the
mandatory provisions of Section 231 of the DGCL.

                  (a) Inspectors may include individuals who serve the
Corporation in other capacities (including as officers, employees, agents or
representatives); provided, however, that no director or candidate for the
office of director shall act as an inspector. Inspectors need not be
Stockholders.

                  (b) The inspectors shall (i) determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies and (ii) receive votes or ballots, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes and ballots, determine the results and do
such acts as are proper to conduct the election or vote with fairness to all
Stockholders. On request of the chairman of the meeting, the inspectors shall
make a report in writing of any challenge,



                                      -6-
<PAGE>
request or matter determined by them and shall execute a certificate of any fact
found by them. The inspectors shall have such other duties as may be prescribed
by Section 231 of the DGCL.

                  (c) The chairman of the meeting may, and if required by the
DGCL shall, fix and announce at the meeting the date and time of the opening and
the closing of the polls for each matter upon which the Stockholders will vote
at the meeting.

         Section 2.13 Procedures for Bringing Business Before Meetings. At any
annual meeting of Stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors or (iii) 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 given timely notice thereof in writing to the Secretary. To be timely,
a Stockholder's notice must be delivered to the Secretary at the principal
executive office of the Corporation not less than 90 days nor more than 150 days
prior to the first anniversary of the previous year's annual meeting of
Stockholders; provided, however, that if no annual meeting was held in the
previous year or the date of the annual meeting of Stockholders has been changed
by more than 30 calendar days from such anniversary date, the notice must be so
delivered to the Secretary not earlier than the 150th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the tenth day following the day on which Public
Announcement of the date of such annual meeting is first made. Any annual
meeting of Stockholders which is adjourned and will reconvene within 30 days
after the meeting date as originally noticed shall, for purposes of any
Stockholder's notice contemplated by this paragraph (a), be deemed to be a
continuation of the original meeting, and no business may be brought before such
adjourned meeting by any Stockholder unless timely notice of such business was
given to the Secretary for the meeting as originally noticed.

                  (a) Each notice given by a Stockholder as contemplated by
paragraph (a) above shall set forth, as to each matter the Stockholder proposes
to bring before the annual meeting, (i) the nature of the proposed business with
reasonable particularity, including the exact text of any proposal to be
presented for adoption and any supporting statement, which proposal and
supporting statement shall not in the aggregate exceed 500 words, and his or her
reasons for conducting such business at the annual meeting, (ii) any material
interest of the Stockholder in such business, (iii) the name, principal
occupation and record address of the Stockholder, (iv) the class and number of
shares of the Corporation which are held of record or beneficially owned by the
Stockholder, (v) the dates upon which the Stockholder acquired such shares of
stock and documentary support for any claims of beneficial ownership and (vi)
such other matters as may be required by the Certificate of Incorporation.

                  (b) The foregoing right of a Stockholder to propose business
for consideration at an annual meeting of Stockholders shall be subject to such
conditions, restrictions and limitations as may be imposed by the Certificate of
Incorporation.



                                      -7-
<PAGE>
                  (c) At any special meeting of Stockholders, only such business
shall be conducted as shall have been specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors.

                  (d) The chairman of any meeting of Stockholders shall
determine whether business has been properly brought before the meeting and, if
the facts so warrant, may refuse to transact any business at such meeting which
has not been properly brought before the meeting.

                  (e) Notwithstanding any other provision of these Bylaws, the
Corporation shall be under no obligation to include any Stockholder proposal in
its proxy statement or otherwise present any such proposal to Stockholders at a
meeting of Stockholders if the Board of Directors reasonably believes that the
proponents thereof have not complied with Sections 13 and 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and the Corporation shall not be required to
include in its proxy statement to Stockholders any Stockholder proposal not
required to be included in its proxy statement to Stockholders in accordance
with the Exchange Act and such rules or regulations.

                  (f) Nothing in this Section 2.13 shall be deemed to affect (i)
any rights of Stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 of the Exchange Act or (ii)
any rights under the Certificate of Incorporation relating to the nomination of
any person for election or re-election as a director of the Corporation.

                  (g) Reference is made to Section 3.03 for procedures relating
to the nomination of any person for election or reelection as a director of the
Corporation.

         Section 2.14 Presence at Meetings. Stockholders participating by means
of remote communications shall be deemed present in person at such meeting. The
Corporation shall (a) implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of remote
communication is a Stockholder or proxy holder, (b) provide reasonable measures
to allow such persons to participate in the meeting and vote and (c) keep
records of votes received via remote communications.

         Section 2.15 Stockholder Action By Written Consent. Unless denied or
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any annual or special meeting of the Stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing or an electronic transmission authorized by the Stockholder,
setting forth the action so taken, is signed and delivered to the Corporation or
transmitted to the Corporation in accordance with these Bylaws and the DGCL by
the holders of outstanding stock having not less than the minimum number of
votes necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present.

                  (a) Unless denied or otherwise provided in the Certificate of
Incorporation, Stockholders may elect directors by written consent in lieu of an
annual meeting;



                                      -8-
<PAGE>


provided, however, that if such consent is less than unanimous, such action by
written consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting held at
the effective time of such action are vacant and are filled by such action.

                  (b) Every written consent of Stockholders must bear the date
of the signature of each Stockholder who signs the consent. No written consent
of Stockholders will be effective to take the corporate action referred to
therein unless, within 60 days after the earliest dated consents delivered to
the Corporation are required by the DGCL and these Bylaws, written consents
signed by a sufficient number of Stockholders to take action are delivered to
the Corporation as required by the DGCL and these Bylaws.

                  (c) A facsimile transmission, e-mail or other electronic
transmission consenting to an action to be taken and transmitted by a
Stockholder, member or proxyholder, or by a person or persons authorized to act
for a Stockholder, member or proxyholder shall be deemed to be written, signed
and dated for the purposes of this Section 2.15, provided that any such
facsimile transmission, e-mail or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine (i) that the
facsimile transmission, e-mail or other electronic transmission was transmitted
by the Stockholder, member or proxyholder or by a person or persons authorized
to act for the Stockholder, member or proxyholder and (ii) the date on which
such Stockholder, member or proxyholder or authorized person or persons
transmitted such facsimile transmission, e-mail or electronic transmission. The
date on which such facsimile transmission, e-mail or electronic transmission is
transmitted shall be deemed to be the date on which such consent was signed. No
consent given by facsimile transmission, e-mail or electronic transmission shall
be deemed to have been delivered until such consent is reproduced in paper form
and until such paper form shall be delivered to the Corporation as required by
the DGCL and these Bylaws.

                  (d) Any copy, facsimile or other reliable reproduction of a
consent in writing may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing.

                  (e) Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
Stockholders or members who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of holders or members to take the action were
delivered to the Corporation as required by the DGCL and these Bylaws.

         Section 2.16 Treasury Stock. The Corporation shall not vote, directly
or indirectly, shares of its own stock owned by it or any of its wholly owned
subsidiaries and such shares shall not be counted for quorum purposes. Nothing
in this Section 2.16 shall be construed as limiting the right of the Corporation
or any of its wholly owned subsidiaries to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.


                                      -9-
<PAGE>
                                   ARTICLE III

                      Board of Directors -- Powers, Number,
         Nominations, Resignations, Removal, Vacancies and Compensation

         Section 3.01 Management. The business and property of the Corporation
shall be managed by and under the direction of the Board of Directors. In
addition to the powers and authorities expressly conferred upon the Board of
Directors by these Bylaws, the Board of Directors may exercise all the powers of
the Corporation and do all such lawful acts and things as are not by law, by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the Stockholders.

         Section 3.02 Number, Qualification and Term of Office. The number of
directors shall be fixed from time to time exclusively pursuant to resolutions
adopted by a majority of the Whole Board, but shall consist of not less than
three nor more than 15 directors, subject, however, to increases above 15
members as may be required by the Certificate of Incorporation in order to
permit the holders of any series of preferred stock of the Corporation to elect
directors under specified circumstances. In no event shall the number of
directors be less, at any time, than the minimum number as may be then required
by the Certificate of Incorporation.

                  (a) The directors need not be Stockholders nor residents of
the State of Delaware. Each director must have attained 21 years of age.

                  (b) Except as otherwise provided in the Certificate of
Incorporation, directors shall be elected only at annual meetings of
Stockholders and at any special meeting of Stockholders where the business to be
transacted at such special meeting, as set forth in the official notice of such
meeting, includes the election of directors. Each director shall hold office
until his or her successor is elected and qualified or until his or her earlier
death, resignation or removal. No decrease in the number of directors
constituting the Whole Board shall have the effect of shortening the term of any
incumbent director.

         Section 3.03 Nominations. Notwithstanding anything in these Bylaws to
the contrary, except as otherwise provided in the Certificate of Incorporation,
only persons who are nominated in accordance with the procedures hereinafter set
forth in this Section 3.03 shall be eligible for election as directors of the
Corporation.

                  (a) Except as otherwise provided in the Certificate of
Incorporation, nominations of persons for election to the Board of Directors at
a meeting of Stockholders may be made only (i) by or at the direction of the
Board of Directors or (ii) by any Stockholder entitled to vote for the election
of directors at the meeting who satisfies the eligibility requirements (if any)
set forth in the Certificate of Incorporation and who complies with the notice
procedures set forth in this Section 3.03 and in the Certificate of
Incorporation; provided, however, Stockholders may not nominate persons for
election to the Board of Directors at any special meeting of Stockholders unless
the business to be transacted at such special meeting, as set forth in the
official notice of such meeting, includes the election of directors. Except as
may be otherwise provided in the Certificate of Incorporation, nominations by
Stockholders shall be




                                      -10-
<PAGE>


made pursuant to timely notice in writing to the Secretary. A Stockholder's
notice given in the context of an annual meeting of Stockholders shall not be
timely unless it is delivered to the Secretary at the principal executive office
of the Corporation not earlier than the 150th day and not later than the 90th
day prior to the first anniversary of the previous year's annual meeting of
Stockholders; provided, however, that if no annual meeting was held in the
previous year or the date of the annual meeting of Stockholders has been changed
by more than 30 calendar days from such anniversary date, the notice must be so
delivered to the Secretary not earlier than the 150th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the tenth day following the day on which Public
Announcement of the date of such annual meeting is first made. A Stockholder's
notice given in the context of a special meeting of Stockholders shall not be
timely unless it is delivered to the Secretary at the principal executive office
of the Corporation not earlier than the 150th day prior to such special meeting
and not later than the close of business on the later of the 90th day prior to
such special meeting. Any meeting of Stockholders which is adjourned and will
reconvene within 30 days after the meeting date as originally noticed shall, for
purposes of any notice contemplated by this paragraph (b), be deemed to be a
continuation of the original meeting and no nominations by a Stockholder of
persons to be elected directors of the Corporation may be made at any such
reconvened meeting other than pursuant to a notice that was timely for the
meeting on the date of such adjourned meeting.

                  (b) Each notice given by a Stockholder as contemplated by
paragraph (b) above shall set forth the following information, in addition to
any other information or matters required by the Certificate of Incorporation:

                           (i) as to each person whom the Stockholder proposes
         to nominate for election or re-election as a director, (A) the exact
         name of such person, (B) such person's age, principal occupation,
         business address and telephone number and residence address and
         telephone number, (C) the number of shares (if any) of each class of
         stock of the Corporation owned directly or indirectly by such person
         and (D) all other information relating to such person that is required
         to be disclosed in solicitations of proxies for election of directors
         pursuant to Regulation 14A under the Exchange Act or any successor
         regulation thereto (including such person's notarized written
         acceptance of such nomination, consent to being named in the proxy
         statement as a nominee and statement of intention to serve as a
         director if elected); and

                           (ii) as to the Stockholder giving the notice, (A) his
         or her name and address, as they appear on the Corporation's books, (B)
         his or her principal occupation, business address and telephone number
         and residence address and telephone number, (C) the class and number of
         shares of the Corporation which are held of record or beneficially
         owned by him and (D) the dates upon which he acquired such shares of
         stock and documentary support for any claims of beneficial ownership.

                  (c) The foregoing right of a Stockholder to nominate a person
for election or reelection to the Board of Directors shall be subject to such
conditions, restrictions and limitations as may be imposed by the Certificate of
Incorporation.


                                      -11-
<PAGE>
                  (d) The chairman of a meeting of Stockholders shall have the
power and duty to determine whether a nomination was made in accordance with the
procedures set forth in this Section 3.03 and, if any nomination is not in
compliance with this Section 3.03, to declare that such defective nomination
shall be disregarded; provided that if such defect relates to the failure to
provide sufficient information pursuant to Section 3.03(c), the nomination shall
cease to be defective upon provision of such information at the meeting.

                  (e) Nothing in this Section 3.03 shall be deemed to affect (i)
any nomination rights conferred by the Certificate of Incorporation or by
agreement among the Corporation and any Stockholder or (ii) any rights of
Stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 of the Exchange Act.

         Section 3.04 Resignations. Any director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

         Section 3.05 Removal. Except as may otherwise be provided in the
Certificate of Incorporation, no director may be removed except by the
affirmative vote of the holders of not less than a majority of the voting power
of all outstanding Voting Stock, voting together as a single class, or as may be
otherwise provided in the Certificate of Incorporation. The Board of Directors
may not remove any director, and no recommendation by the Board of Directors
that a director be removed may be made to the Stockholders unless such
recommendation is set forth in a resolution adopted by the affirmative vote not
less than a majority of the Whole Board. In no event shall this Section 3.05 be
deemed to affect any removal rights conferred by the Certificate of
Incorporation.

         Section 3.06 Vacancies. Except as otherwise may be provided in the
Certificate of Incorporation, in case any vacancy shall occur on the Board of
Directors because of death, resignation or removal, such vacancy may be filled
by a majority of the directors remaining in office (though less than a quorum),
and the director so appointed shall serve until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal. If
there are no directors then in office, an election of directors may be held in
the manner provided by applicable law.

                  (a) Any newly-created directorship resulting from any increase
in the number of directors constituting the Whole Board may be filled by a
majority of the directors then in office (though less than a quorum). Each
director so appointed shall hold office until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal.

                  (b) Except as expressly provided in these Bylaws, the
Certificate of Incorporation or as otherwise provided by law, Stockholders shall
not have any right to fill vacancies on the Board of Directors, including
newly-created directorships.

         Section 3.07 Subject to Rights of Holders of Preferred Stock.
Notwithstanding the foregoing provisions of this Article III, if the resolutions
of the Board of Directors creating any series of preferred stock of the
Corporation entitle the holders of such preferred stock, voting




                                      -12-
<PAGE>
separately by series, to elect additional directors under specified
circumstances, then all provisions of such resolutions relating to the
nomination, election, term of office, removal, filling of vacancies and other
features of such directorships shall, as to such directorships, govern and
control over any conflicting provisions of this Article III.

         Section 3.08 Subject to Rights Under the Certificate of Incorporation.
In case any provision of this Article III conflicts with the provisions of the
Certificate of Incorporation relating to the nomination, election, term of
office, removal and filling of vacancies on the Board of Directors under the
Certificate of Incorporation, such provisions of the Certificate of
Incorporation shall govern and be controlling including, and subject to, the
rights of certain other persons to designate, or the designation pursuant to the
Joint Plan of Reorganization of, certain members of the Board of Directors for
so long and to the extent as is specified in Article FIFTH of the Certificate of
Incorporation.

         Section 3.09 Compensation. The Board of Directors shall have the
authority to fix, and from time to time to change, the compensation of
directors. Each director shall be entitled to reimbursement from the Corporation
for his or her reasonable expenses incurred in attending meetings of the Board
of Directors (or any committee thereof) and meetings of the Stockholders.
Nothing contained in these Bylaws shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                   Board of Directors -- Meetings and Actions

         Section 4.01 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place (within or without
the State of Delaware) as shall from time to time be determined by the Board of
Directors. Except as otherwise provided by applicable law, any business may be
transacted at any regular meeting of the Board of Directors.

         Section 4.02 Special Meetings. Special meetings of the Board of
Directors shall be called by the Secretary at the request of the Chairman of the
Board (if any) or the Chief Executive Officer on not less than 24 hours' notice
to each director, specifying the time, place (within or without the State of
Delaware) and purpose of the meeting. Special meetings shall be called by the
Secretary on like notice at the written request of any two directors, which
request shall state the purpose of the meeting. Meetings may be held at any time
without notice if all the directors are present or if those not present waive
notice of the meeting in writing.

         Section 4.03 Quorum; Voting. At all meetings of the Board of Directors,
a majority of the Whole Board shall be necessary and sufficient to constitute a
quorum for the transaction of business. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time (without notice other than announcement at the
meeting) until a quorum shall be present. A meeting of the Board of Directors at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors; provided, however, that no action
of the remaining directors shall constitute the act of the Board of Directors
unless the action is approved by at




                                      -13-
<PAGE>
least a majority of the required quorum for the meeting or such greater number
of directors as shall be required by applicable law, by the Certificate of
Incorporation or by these Bylaws.

                  (a) The act of a majority of the directors present at any
meeting of the Board of Directors at which there is a quorum shall be the act of
the Board of Directors unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case such
express provision shall govern and control.

         Section 4.04 Chairman of the Board. The Board of Directors may at any
time and from time to time designate any director as Chairman of the Board to
preside at all meetings of the Board of Directors and to have such other powers
as may be prescribed with respect to such position by the Board of Directors or
these Bylaws. Unless designated as an Executive Chairman pursuant to Section
6.01(b) of these Bylaws, the Chairman of the Board (if any) shall not be
considered an officer of the Corporation, although nothing contained in these
Bylaws shall preclude any officer of the Corporation from serving in the
additional capacity of Chairman of the Board. The Chairman of the Board (if any)
shall serve at the pleasure of the Board of Directors.

         Section 4.05 Conduct of Meetings; Presiding Officer and Secretary. At
meetings of the Board of Directors, business shall be transacted in such order
as shall be determined by the chairman of the meeting unless the Board of
Directors shall otherwise determine the order of business. The Board of
Directors shall keep regular minutes of its proceedings which shall be placed in
the minute book of the Corporation.

                  (a) At each meeting of the Board of Directors, the Chairman of
the Board (if any), if present, shall preside and the Secretary shall act as
secretary of the meeting.

         Section 4.06 Action Without Meeting. Unless otherwise provided in the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all directors consent thereto in writing, which writing may be in the
form of a facsimile transmission, e-mail or other electronic transmission. All
such written consents, and in the case of written consents in the form of e-mail
or other electronic transmissions, a paper reproduction of such written consent,
shall be filed with the minutes of proceedings of the Board of Directors.

         Section 4.07 Telephonic Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.

                                    ARTICLE V

                      Committees of the Board of Directors

         Section 5.01 Executive Committee. The Board of Directors may, by
resolution adopted by the affirmative vote of the Whole Board, designate an
Executive Committee which, during the intervals between meetings of the Board of
Directors and subject to




                                      -14-
<PAGE>
Section 5.10, shall have and may exercise, in such manner as it shall deem to be
in the best interests of the Corporation, all of the powers of the Board of
Directors in the management or direction of the business and affairs of the
Corporation, except as reserved to the Board of Directors or the Stockholders or
as delegated by the Board of Directors to another committee of the Board of
Directors or as may be prohibited by law. The Executive Committee shall consist
of not less than two directors, the exact number to be determined from time to
time by the affirmative vote of the Whole Board. None of the members of the
Executive Committee need be an officer of the Corporation.

                  (a) Meetings of the Executive Committee may be called at any
time by the Chairman of the Board (if any) or the Chief Executive Officer on not
less than one day's notice to each member given verbally or in writing, which
notice shall specify the time, place (within or without the State of Delaware)
and purpose of the meeting.

         Section 5.02 Other Committees. The Board of Directors may, by
resolution adopted by a majority of the Whole Board, establish additional
standing or special committees of the Board of Directors, each of which shall
consist of one or more directors (the exact number to be determined from time to
time by the Board of Directors) and, subject to Section 5.10, shall have such
powers and functions as may be delegated to it by the Board of Directors. No
member of any such additional committee need be an officer of the Corporation.

         Section 5.03 Term. Each member of a committee of the Board of Directors
shall serve as such until the earliest of (i) his or her death, (ii) the
expiration of his or her term as a director, (iii) his or her resignation as a
member of such committee or as a director and (iv) his or her removal as a
member of such committee or as a director.

         Section 5.04 Committee Changes; Removal. The Board of Directors shall
have the power at any time to fill vacancies in, to change the membership of and
to abolish any committee of the Board of Directors; provided, however, that no
such action shall be taken in respect of the Executive Committee unless approved
by a majority of the Whole Board.

         Section 5.05 Alternate Members. The Board of Directors 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. If no alternate
members have been so appointed or each such alternate committee member is absent
or disqualified, the committee 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 of Directors to act at the
meeting in the place of any absent or disqualified member.

         Section 5.06 Rules and Procedures. The Board of Directors may designate
one member of each committee as chairman of such committee; provided, however,
that, except as provided in the following sentence, no person shall be
designated as chairman of the Executive Committee unless approved by a majority
of the Whole Board. If the Board of Directors fails to designate a chairman for
any committee, the members thereof shall designate a chairman.

                  (a) Each committee shall adopt its own rules (not inconsistent
with the Certificate of Incorporation or these Bylaws or, with any specific
direction as to the conduct of




                                      -15-
<PAGE>


its affairs, as shall have been given by the Board of Directors) governing the
time, place and method of holding its meetings and the conduct of its
proceedings and shall meet as provided by such rules.

                  (b) If a committee is comprised of an odd number of members, a
quorum shall consist of a majority of that number. If a committee is comprised
of an even number of members, a quorum shall consist of one-half of that number.
If a committee is comprised of two members, a quorum shall consist of both
members.

                  (c) Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when requested.

                  (d) Unless otherwise provided by these Bylaws or by the rules
adopted by any committee, notice of the time and place of each meeting of such
committee shall be given to each member of such committee as provided in these
Bylaws with respect to notices of special meetings of the Board of Directors.

         Section 5.07 Action Without Meeting. Any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be taken
without a meeting if all members of such committee consent thereto in writing,
which writing may be in the form of a facsimile transmission, e-mail or other
electronic transmission. All such written consents, and in the case of written
consents in the form of e-mail or other electronic transmissions, a paper
reproduction of such written consent, shall be filed with the minutes of
proceedings of such committee.

         Section 5.08 Telephonic Meetings. Members of any committee of the Board
of Directors may participate in a meeting of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

         Section 5.09 Resignations. Any committee member may resign at any time
by giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

         Section 5.10 Limitations on Authority. Unless otherwise provided in the
Certificate of Incorporation or by the DGCL, no committee of the Board of
Directors shall have the power or authority to (i) authorize an amendment to the
Certificate of Incorporation, (ii) adopt an agreement of merger or
consolidation, or recommend to the Stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, (iii)
recommend to the Stockholders a dissolution of the Corporation or a revocation
of a dissolution, (iv) amend these Bylaws, (v) declare a dividend or other
distribution on, or authorize the issuance, purchase or redemption of,
securities of the Corporation, (vi) elect any officer of the Corporation or
(vii) approve any material transaction between the Corporation and one or more
of its directors, officers or employees or between the Corporation and any
corporation, partnership, association or other organization in which one or more
of its directors, officers or


                                      -16-
<PAGE>
employees are directors or officers or have a financial interest; provided,
however, that the Executive Committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of preferred
stock adopted by the Board of Directors as provided in the Certificate of
Incorporation, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes of stock of the Corporation or fix the
number of shares of any series of stock or authorize the decrease or increase of
the shares of any such series. For purposes of the foregoing clause (vii), a
transaction shall be deemed material if it involves consideration or other
obligation in excess of $1,000,000.

                                   ARTICLE VI

                                    Officers

         Section 6.01 Number; Titles; Qualification; Term of Office. The
officers of the Corporation shall be a Chief Executive Officer, a President, a
Secretary and a Treasurer. The Board of Directors from time to time may also
elect such other officers (including, without limitation, an Executive Chairman
and one or more Vice Presidents) as the Board of Directors deems appropriate or
necessary. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her earlier death,
resignation or removal. Any two or more offices may be held by the same person,
but no officer shall execute any instrument in more than one capacity if such
instrument is required by law or any act of the Corporation to be executed or
countersigned by two or more officers. None of the officers need be a
Stockholder or a resident of the State of Delaware. No officer (other than the
Executive Chairman, if any) need be a director.

                  (a) The Board of Directors may, by resolution adopted by the
affirmative vote of a majority of the Whole Board, designate any director as
Chairman or Vice Chairman of the Board and fix his or her duties as such.
However, no such Chairman of the Board shall be considered an officer of the
Corporation unless specifically designated as an officer of the Corporation by
the affirmative vote of a majority of the Whole Board (any such Chairman of the
Board who is so designated being referred to herein as the "Executive
Chairman"), and no such Vice Chairman of the Board shall be considered an
officer of the Corporation, the officers of the Corporation being limited to
those officers elected by the Board of Directors in accordance with paragraph
(a) above and the Executive Chairman (if any). The designation of any director
as Chairman or Vice Chairman of the Board may be rescinded by a majority of the
Whole Board at any time, in which event such person shall automatically cease to
be Chairman or Vice Chairman of the Board, as the case may be. The designation
of any Chairman of the Board as the Executive Chairman may be rescinded by a
majority of the Whole Board at any time, in which event such Executive Chairman
shall automatically cease to be Executive Chairman or otherwise be considered an
officer of the Corporation by virtue of such position.

                  (b) The Board of Directors may delegate to the Executive
Chairman (if any) and/or the Chief Executive Officer the power to appoint one or
more employees of the Corporation as divisional or departmental vice presidents
and fix their duties as such appointees.




                                      -17-
<PAGE>
However, no such divisional or departmental vice presidents shall be considered
an officer of the Corporation, the officers of the Corporation being limited to
the Executive Chairman (if any) and those officers elected by the Board of
Directors in accordance with paragraph (a) above.

         Section 6.02 Election. At the first meeting of the Board of Directors
after each annual meeting of Stockholders at which a quorum shall be present,
the Board of Directors shall elect the officers of the Corporation.

         Section 6.03 Removal. Any officer may be removed, either with or
without cause, by the Board of Directors; provided, however, that (i) the
Executive Chairman (if any) and the Chief Executive Officer may be removed only
by the affirmative vote of a majority of the Whole Board and (ii) the removal of
any officer shall be without prejudice to the contract rights, if any, of such
officer. Election or appointment of an officer shall not of itself create
contract rights.

         Section 6.04 Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board (if any) or
the Chief Executive Officer. Any such resignation shall take effect on receipt
of such notice or at any later time specified therein. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any such resignation is without prejudice to the rights, if
any, of the Corporation under any contract to which the officer is a party.

         Section 6.05 Vacancies. If a vacancy shall occur in any office because
of death, resignation, removal, disqualification or any other cause, the Board
of Directors may elect or appoint a successor to fill such vacancy for the
remainder of the term, subject to all applicable provisions of the Certificate
of Incorporation.

         Section 6.06 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or pursuant to its direction, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.

         Section 6.07 Executive Chairman. The Executive Chairman (if any) shall
(i) if present, preside at all meetings of the Board of Directors and of the
Stockholders, (ii) have the power to sign all certificates, contracts and other
instruments of the Corporation which may be authorized by the Board of
Directors, (iii) have and perform such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws and (iv) shall serve at the
pleasure of the Board. During the time of any vacancy in the office of Chief
Executive Officer or in the event of the absence or disability of the Chief
Executive Officer, the Executive Chairman (if any) shall have the duties and
powers of the Chief Executive Officer unless otherwise determined by the Board
of Directors. In no event shall any third party having dealings with the
Corporation be bound to inquire as to any facts required by the terms of this
Section 6.07 for the exercise by the Executive Chairman of the powers of the
Chief Executive Officer.

         Section 6.08 Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation and, subject to the
supervision, direction and control of the Board of Directors, shall have general
supervision, direction and control of the business and officers of the
Corporation with all such powers as may be reasonably incident to such




                                      -18-
<PAGE>
responsibilities. The Chief Executive Officer shall have the general powers and
duties of management usually vested in the chief executive officer of a
corporation and such other powers and duties as may be prescribed by the Board
of Directors or these Bylaws.

                  (a) During the time of any vacancy in the office of President
or in the event of the absence or disability of the President, the Chief
Executive Officer shall have the duties and powers of the President unless
otherwise determined by the Board of Directors. In no event shall any third
party having any dealings with the Corporation be bound to inquire as to any
facts required by the terms of this Section 6.08 for the exercise by the Chief
Executive Officer of the powers of the President.

         Section 6.09 President. The President shall be the chief operating
officer of the Corporation and, subject to the supervision, direction and
control of the Chief Executive Officer and the Board of Directors, shall manage
the day-to-day operations of the Corporation. The President shall have the
general powers and duties of management usually vested in the chief operating
officer of a corporation and such other powers and duties as may be assigned to
him by the Board of Directors, the Chief Executive Officer or these Bylaws.

                  (a) During the time of any vacancy in the office of the Chief
Executive Officer or in the event of the absence or disability of the Chief
Executive Officer, if there is no Executive Chairman at such time, the President
shall have the duties and powers of the Chief Executive Officer unless otherwise
determined by the Board of Directors. In no event shall any third party having
any dealings with the Corporation be bound to inquire as to any facts required
by the terms of this Section 6.09 for the exercise by the President of the
powers of the Chief Executive Officer.

         Section 6.10 Vice Presidents. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors, or if not ranked, the Vice President designated by the
President, shall perform all the duties of the President as chief operating
officer of the Corporation, and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President as chief operating
officer of the Corporation. In no event shall any third party having dealings
with the Corporation be bound to inquire as to any facts required by the terms
of this Section 6.10 for the exercise by any Vice President of the powers of the
President as chief operating officer of the Corporation. The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be assigned to them by the Board of Directors, the Chief Executive Officer
or the President.

         Section 6.11 Treasurer. The Treasurer shall (i) have custody of the
Corporation's funds and securities, (ii) keep full and accurate account of
receipts and disbursements, (iii) deposit all monies and valuable effects in the
name and to the credit of the Corporation in such depository or depositories as
may be designated by the Board of Directors and (iv) perform such other duties
usually vested in the treasurer of a corporation or as may be prescribed by the
Board of Directors or the Chief Executive Officer.

         Section 6.12 Assistant Treasurers. Each Assistant Treasurer shall have
such powers and duties as may be assigned to him by the Board of Directors, the
Chief Executive Officer or the President. In case of the absence or disability
of the Treasurer, the Assistant




                                      -19-
<PAGE>
Treasurer designated by the President (or, in the absence of such designation,
the Treasurer) shall perform the duties and exercise the powers of the Treasurer
during the period of such absence or disability. In no event shall any third
party having dealings with the Corporation be bound to inquire as to any facts
required by the terms of this Section 6.12 for the exercise by any Assistant
Treasurer of the powers of the Treasurer under these Bylaws.

         Section 6.13 Secretary. The Secretary will attend all meetings of the
board of directors and all meetings of the Stockholders and record all votes and
the minutes of all proceedings. The Secretary shall keep or cause to be kept, at
the principal office of the Corporation or such other place as the Board of
Directors may order, a book of such votes and minutes of all meetings and
actions of the Board of Directors, committees of the Board of Directors and
Stockholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at meetings of the Board of Directors and committees thereof, the number
of shares present or represented at Stockholders' meetings and the proceedings
thereof.

                  (a) The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation or at the office of the Corporation's
transfer agent or registrar, a share register, or a duplicate share register,
showing the names of all Stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same and the number and date of cancellation of every certificate
surrendered for cancellation.

                  (b) The Secretary shall give, or cause to be given, notice of
all meetings of the Stockholders and of the Board of Directors required by these
Bylaws or by law to be given, and he shall keep the seal of the Corporation, if
one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors, the Executive
Chairman (if any), the Chief Executive Officer, the President or these Bylaws.

                  (c) The Secretary may affix the seal of the Corporation, if
one be adopted, to contracts of the Corporation.

         Section 6.14 Assistant Secretaries. Each Assistant Secretary shall have
such powers and duties as may be assigned to him by the Board of Directors, the
Executive Chairman (if any), the Chief Executive Officer or the President. In
case of the absence or disability of the Secretary, the Assistant Secretary
designated by the President (or, in the absence of such designation, the
Secretary) shall perform the duties and exercise the powers of the Secretary
during the period of such absence or disability. In no event shall any third
party having dealings with the Corporation be bound to inquire as to any facts
required by the terms of this Section 6.14 for the exercise by any Assistant
Secretary of the powers of the Secretary under these Bylaws.





                                      -20-

<PAGE>


                                   ARTICLE VII

                                      Stock

         Section 7.01 Certificates. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed (i) by the Executive Chairman (if
any), the Chief Executive Officer, the President or a Vice President and (ii) by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer.

         Section 7.02 Signatures on Certificates. Any or all of the signatures
on the certificates may be a facsimile and the seal of the Corporation (or a
facsimile thereof), if one has been adopted, may be affixed thereto. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 7.03 Legends. The Board of Directors shall have the power and
authority to provide that certificates representing shares of stock of the
Corporation bear such legends and statements (including, without limitation,
statements relating to the powers, designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions of the shares represented by such certificates) as may be
required pursuant to any agreement or as the Board of Directors deems
appropriate in connection with the requirements of federal or state securities
laws or other applicable laws.

         Section 7.04 Lost, Stolen or Destroyed Certificates. The Board of
Directors, the Secretary and the Treasurer each may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, in each case upon the making of an affidavit of that fact by the
owner of such certificate, or his or her legal representative. When authorizing
such issue of a new certificate or certificates, the Board of Directors, the
Secretary or the Treasurer, as the case may be, may, in its or his or her
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his or
her legal representative, to advertise the same in such manner as the Board of
Directors, the Secretary or the Treasurer, as the case may be, shall require
and/or to furnish the Corporation a bond in such form and substance and with
such surety as the Board of Directors, the Secretary or the Treasurer, as the
case may be, may direct as indemnity against any claim, or expense resulting
from any claim, that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

         Section 7.05 Transfers of Shares. Shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal
representatives. Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Corporation or
its transfer


                                      -21-
<PAGE>


agent shall issue a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon the Corporation's books.

         Section 7.06 Registered Stockholders. The Corporation shall be entitled
to treat the holder of record of any share of stock of the Corporation as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim or interest in such share on the part of any other
person, whether or not the Corporation shall have express or other notice
thereof, except as expressly provided by the laws of the State of Delaware.

         Section 7.07 Regulations. The Board of Directors shall have the power
and authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of stock of the Corporation. The Board of Directors may
(i) appoint and remove transfer agents and registrars of transfers and (ii)
require all stock certificates to bear the signature of any such transfer agent
and/or any such registrar of transfers.

         Section 7.08 Stock Options, Warrants, etc. Unless otherwise expressly
prohibited in the resolutions of the Board of Directors creating any class or
series of preferred stock of the Corporation, the Board of Directors shall have
the power and authority to create and issue (whether or not in connection with
the issue and sale of any stock or other securities of the Corporation)
warrants, rights or options entitling the holders thereof to purchase from the
Corporation any shares of capital stock of the Corporation of any class or
series or any other securities of the Corporation for such consideration and to
such persons, firms or corporations as the Board of Directors, in its sole
discretion, may determine, setting aside from the authorized but unissued stock
of the Corporation the requisite number of shares for issuance upon the exercise
of such warrants, rights or options. Such warrants, rights and options shall be
evidenced by one or more instruments approved by the Board of Directors. The
Board of Directors shall be empowered to set the exercise price, duration, time
for exercise and other terms of such warrants, rights and operations; provided,
however, that the consideration to be received for any shares of capital stock
subject thereto shall not be less than the par value thereof.

         Section 7.09 Restrictions on Certain Transfers. Notwithstanding any
other provision of these Bylaws, transfers of Restricted Equity Securities (as
defined in the Certificate of Incorporation) are subject to the restrictions on
transfer set forth in, and the Corporation shall not register the transfer of
any certificates evidencing any such securities except in accordance with, the
Tag Along Agreement (as such term is defined in the Certificate of
Incorporation).

                                  ARTICLE VIII

                                 Indemnification

         Section 8.01 Third Party Actions. The Corporation (i) shall, to the
maximum extent permitted from time to time under the laws of the State of
Delaware, indemnify every person who is or was 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 such person
is or was a director or officer of the Corporation or any of its direct or
indirect subsidiaries, or is


                                      -22-
<PAGE>


or was serving at the request of the Corporation or any of its direct or
indirect subsidiaries as a director, officer or fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise; and (ii) may, to the maximum extent permitted from time to time
under the laws of the State of Delaware, indemnify every person who is or was 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 such person is or was an employee or agent of the
Corporation or any of its direct or indirect subsidiaries or is or was serving
at the request of the Corporation or any of its direct or indirect subsidiaries
as an employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
counsel fees), judgments, fines and amounts paid or owed in settlement actually
and reasonably incurred by such person or rendered or levied against such person
in connection with such action, suit or proceeding; provided, however, that in
each case, (i) such person served in such capacity on or at any time after
October 7, 2002 and (ii) no indemnification shall be made to any person under
this Section 8.01 if a court of competent jurisdiction finally determines that
such person (A) did not act in good faith and in a manner reasonably believed by
such person at the time such certain action was taken to be in or not opposed to
the best interests of the Corporation and, (B) 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 a plea of nolo contendere or its equivalent shall
not, in itself, create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Corporation or, with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that his or her
conduct was unlawful. Any person seeking indemnification under this Section 8.01
shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary is established.

         Section 8.02 Actions By or in the Right of the Corporation. The
Corporation (i) shall, to the maximum extent permitted from time to time under
the laws of the State of Delaware, indemnify every person who is or was a party
or who 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 such person is or was a director or officer
of the Corporation or any of its direct or indirect subsidiaries or is or was
serving at the request of the Corporation or any of its direct or indirect
subsidiaries as a director, officer or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise;
and (ii) may, to the maximum extent permitted from time to time under the laws
of the State of Delaware, indemnify every person who is or was a party or who 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 such person is or was an employee or agent of the
Corporation or any of its direct or indirect subsidiaries or is or was serving
at the request of the Corporation or any of its direct or indirect subsidiaries
as an employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against expenses (including
counsel fees) actually and reasonably incurred by such person in connection with
the defense or settlement or such action or suit; provided, however, in each
case, (i) such person served in such capacity at any time on or at any time
after October 7, 2002 and (ii) no indemnification shall be made to any person
under this Section 8.02 if a court of competent jurisdiction finally determines
that such person did not act in good faith


                                      -23-
<PAGE>


and in a manner reasonably believed by such person at the time such certain
action was taken to be in or not opposed to the best interests of the
Corporation. The foregoing notwithstanding, no indemnification shall be made to
any person under this Section 8.02 with respect to 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, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification.

         Section 8.03 Certain Limitations. Unless otherwise determined by the
affirmative vote of a majority of the Whole Board, no indemnification shall be
made to any person under Section 8.01 or 8.02:

                  (a) to the extent of any amounts actually paid to such person
pursuant to one or more policies of directors and officers liability insurance
maintained by the Corporation or pursuant to a trust fund, letter of credit or
other security or funding arrangement provided by the Corporation; provided,
however, that if it should subsequently be determined that such person is not
entitled to retain any such amount, this clause (a) shall no longer apply to
such amount;

                  (b) in respect of remuneration paid to such person if it shall
be determined by a final judgment or other final adjudication of a court of law
of competent jurisdiction that payment of such remuneration was in violation of
applicable law;

                  (c) on account of such person's conduct which is finally
adjudged by a court of law of competent jurisdiction to constitute willful
misconduct or to have been knowingly fraudulent, deliberately dishonest or from
which such person derives an improper personal benefit; or

                  (d) on account of any suit in which final judgment is rendered
against such person for an accounting of profits made from the sale or purchase
by such person of securities of the Corporation pursuant to the provisions of
Section 16(b) of the Exchange Act.

         Section 8.04 Expenses. Expenses, including counsel fees and court
costs, actually and reasonably incurred by a director or officer of the
Corporation or any of its direct or indirect subsidiaries in defending a civil
or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking 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 VIII. Such expenses
incurred by other employees and agents of the Corporation and other persons
eligible for indemnification under this Article VIII may be paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate.

         Section 8.05 Non-Exclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VIII shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any provision of law, the
Certificate of Incorporation, the certificate of incorporation or bylaws or
other governing documents of any direct or indirect subsidiary of the
Corporation, under any agreement, vote of stockholders or disinterested
directors or under any


                                      -24-
<PAGE>


policy or policies of insurance maintained by the Corporation on behalf of any
person or otherwise, both as to action in his official capacity and as to action
in another capacity while holding any of the positions or having any of the
relationships referred to in this Article VIII.

         Section 8.06 Enforceability. The provisions of this Article VIII (i)
are for the benefit of, and may be enforced directly by, each director or
officer of the Corporation the same as if set forth in their entirety in a
written instrument executed and delivered by the Corporation and such director
or officer and (ii) constitute a continuing offer to all present and future
directors and officers of the Corporation. The Corporation, by its adoption of
these Bylaws, (A) acknowledges and agrees that each present and future director
and officer of the Corporation has relied upon and will continue to rely upon
the provisions of this Article VIII in becoming, and serving as, a director or
officer of the Corporation or, if requested by the Corporation, a director,
officer or fiduciary or the like of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, (B) waives reliance
upon, and all notices of acceptance of, such provisions by such directors and
officers and (C) acknowledges and agrees that no present or future director or
officer of the Corporation shall be prejudiced in his right to enforce directly
the provisions of this Article VIII in accordance with their terms by any act or
failure to act on the part of the Corporation.

         Section 8.07 Survival. The provisions of this Article VIII shall
continue as to any person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of the estate, executors,
administrators, heirs, legatees and devisees of any person entitled to
indemnification under this Article VIII.

         Section 8.08 Amendment. No amendment, modification or repeal of this
Article VIII or any provision hereof shall in any manner terminate, reduce or
impair the right of any past, present or future director or officer of the
Corporation to be indemnified by the Corporation, nor the obligation of the
Corporation to indemnify any such director or officer, under and in accordance
with the provisions of this Article VIII as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising, in whole or in
part, from a state of facts extant on the date of, or relating to matters
occurring prior to, such amendment, modification or repeal, regardless of when
such claims may arise or be asserted.

         Section 8.09 No Rights of Subrogation. Indemnification under these
Bylaws and under the Certificate of Incorporation shall be a personal right and
the Corporation shall have no liability under this Article VIII to any insurer
or any person, corporation, partnership, association, trust or other entity
(other than the heirs, executors or administrators of such person) by reason of
subrogation, assignment or succession by any other means to the claim of any
person to indemnification or under these Bylaws or the Certificate of
Incorporation.

         Section 8.10 Definitions. For purposes of this Article VIII, (i)
reference to any person shall include the estate, executors, administrators,
heirs, legatees and devisees of such person, (ii) "employee benefit plan" and
"fiduciary" shall be deemed to include, but not be limited to, the meaning set
forth, respectively, in Sections 3(3) and 21(A) of the Employee Retirement
Income Security Act of 1974, as amended, (iii) references to the judgments,
fines and amounts paid or owed in settlement or rendered or levied shall be
deemed to encompass and include excise taxes required to be paid pursuant to
applicable law in respect of any transaction


                                      -25-
<PAGE>


involving an employee benefit plan and (iv) references to the Corporation shall
be deemed to include any predecessor corporation or entity and any constituent
corporation or entity absorbed in a merger, consolidation or other
reorganization of or by the Corporation which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees, agents and fiduciaries so that any person who was a
director, officer, employee, agent or fiduciary of such predecessor or
constituent corporation or entity, or served at the request of such predecessor
or constituent corporation or entity as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Article VIII with respect to the Corporation as such person
would have with respect to such predecessor or constituent corporation or entity
if its separate existence had continued.

                                   ARTICLE IX

                               Notices and Waivers

         Section 9.01 Methods of Giving Notices. Whenever, by applicable law,
the Certificate of Incorporation or these Bylaws, notice is required to be given
to any Stockholder, any director or any member of a committee of the Board of
Directors and no provision is made as to how such notice shall be given,
personal notice shall not be required and such notice may be given (i) in
writing, by mail, postage prepaid, addressed to such Stockholder, director or
committee member at his or her address as it appears on the books or (in the
case of a Stockholder) the stock transfer records of the Corporation or (ii) by
any other method permitted by law and previously consented to by the person to
whom notice is given (including, but not limited to, overnight courier service,
telegram, telex or telecopier). Any notice required or permitted to be given by
mail shall be deemed to be delivered and given at the time when the same is
deposited in the United States mail as aforesaid. Any notice required or
permitted to be given by overnight courier service shall be deemed to be
delivered and given one business day after delivery to such service with all
charges prepaid and addressed as aforesaid. Any notice required or permitted to
be given by telegram, telex or telecopy shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and addressed as
aforesaid.

         Section 9.02 Waiver of Notice. Whenever any notice is required to be
given to any Stockholder, director or member of a committee of the Board of
Directors by applicable law, the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice. Attendance of a Stockholder (whether in person or by
proxy), director or committee member at a meeting shall constitute a waiver of
notice of such meeting, except where such person attends for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

                                    ARTICLE X

                            Miscellaneous Provisions

         Section 10.01 Dividends. Subject to applicable law and the provisions
of the Certificate of Incorporation, dividends may be declared by the Board of
Directors at any meeting


                                      -26-
<PAGE>


and may be paid in cash, in property or in shares of the Corporation's capital
stock. Any such declaration shall be at the discretion of the Board of
Directors. A director shall be fully protected in relying in good faith upon the
books of account of the Corporation or statements prepared by any of its
officers as to the value and amount of the assets, liabilities or net profits of
the Corporation or any other facts pertinent to the existence and amount of
surplus or other funds from which dividends might properly be declared.

         Section 10.02 Reserves. There may be created by the Board of Directors,
out of funds of the Corporation legally available therefor, such reserve or
reserves as the Board of Directors from time to time, in its absolute
discretion, considers proper to provide for contingencies, to equalize dividends
or to repair or maintain any property of the Corporation, or for such other
purpose as the Board of Directors shall consider beneficial to the Corporation,
and the Board of Directors may thereafter modify or abolish any such reserve in
its absolute discretion.

         Section 10.03 Checks. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or
payable to the Corporation shall be signed by such officer or officers or by
such employees or agents of the Corporation as may be designated from time to
time by the Board of Directors.

         Section 10.04 Corporate Contracts and Instruments. Subject always to
the specific directions of the Board of Directors, the Executive Chairman (if
any), the Chief Executive Officer, the President, any Vice President, the
Secretary or the Treasurer may enter into contracts and execute instruments in
the name and on behalf of the Corporation. The Board of Directors and, subject
to the specific directions of the Board of Directors, the Executive Chairman (if
any), the Chief Executive Officer or the President may authorize one or more
officers, employees or agents of the Corporation to enter into any contract or
execute any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

         Section 10.05 Limitation of Access of Stockholders to Books and
Records. Subject to applicable law, the Board of Directors is expressly
authorized and empowered to determine from time to time whether and to what
extent, and at what times and places, and under what conditions and regulations,
the accounts and books of the Corporation, or any of them, shall be open to
inspection of Stockholders. Except as so determined or as expressly provided in
the Certificate of Incorporation, no Stockholder shall have any right to inspect
any account, book or document of the Corporation other than such rights as may
be conferred by applicable law.

         Section 10.06 Attestation. With respect to any deed, deed of trust,
mortgage or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary or an Assistant Secretary of the Corporation shall not be necessary to
constitute such deed, deed of trust, mortgage or other instrument a valid and
binding obligation of the Corporation unless the resolutions, if any, of the
Board of Directors authorizing such execution expressly state that such
attestation is necessary.

         Section 10.07 Fiscal Year. The fiscal year of the Corporation shall be
October 1 through September 30, unless otherwise fixed by the Board of
Directors.


                                      -27-
<PAGE>


         Section 10.08 Seal. The seal of the Corporation shall be such as from
time to time may be approved by the Board of Directors.

         Section 10.09 Invalid Provisions. If any part of these Bylaws shall be
invalid or inoperative for any reason, the remaining parts, so far as is
possible and reasonable, shall remain valid and operative.

         Section 10.10 Headings. The headings used in these Bylaws have been
inserted for administrative convenience only and shall not limit or otherwise
affect any of the provisions of these Bylaws.

         Section 10.11 References/Gender/Number. Whenever in these Bylaws the
singular number is used, the same shall include the plural where appropriate.
Words of any gender used in these Bylaws shall include the other gender where
appropriate. In these Bylaws, unless a contrary intention appears, all
references to Articles and Sections shall be deemed to be references to the
Articles and Sections of these Bylaws.

         Section 10.12 Amendments. These Bylaws may be altered, amended or
repealed or new bylaws may be adopted by the affirmative vote of a majority of
the Whole Board; provided, however, that no such action shall be taken at any
special meeting of the Board of Directors unless notice of such action is
contained in the notice of such special meeting. These Bylaws may not be
altered, amended or rescinded, nor may new bylaws be adopted, by the
Stockholders except by the affirmative vote of the holders of not less than a
majority of the voting power of all outstanding Voting Stock, voting together as
a single class. Each alteration, amendment or repeal of these Bylaws shall be
subject in all respects to Section 8.07.

         Section 10.13 Facsimile Signatures. Facsimile signatures of any officer
or officers of the Corporation may be used whenever and as authorized by the
Board of Directors.



                                      -28-