<PAGE>

                                                                   Exhibit 3.4

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            GEOLOGISTICS CORPORATION





                                                                January 27, 2000


<PAGE>


                                TABLE OF CONTENTS

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                                                                                        PAGE
                                                                                        ----
<S>            <C>                                                                     <C>
Article I      Office and Records.......................................................1
               Section 1.1 Delaware Office..............................................1
               Section 1.2 Other Offices................................................1
               Section 1.3 Books and Records............................................1

Article II     Stockholders.............................................................1
               Section 2.1 Annual Meeting...............................................1
               Section 2.2 Special Meetings.............................................1
               Section 2.3 Notice of Meetings...........................................2
               Section 2.4 Quorum.......................................................2
               Section 2.5 Voting.......................................................2
               Section 2.6 Proxies......................................................3
               Section 2.7 List of Stockholders.........................................3
               Section 2.8 Written Consent of Stockholders in Lieu of Meeting...........3

Article III    Directors................................................................4
               Section 3.1 Number of Directors..........................................4
               Section 3.2 Election and Term of Directors...............................5
               Section 3.3 Vacancies and Newly Created Directorships....................5
               Section 3.4 Resignation..................................................6
               Section 3.5 Removal......................................................6
               Section 3.6 Meetings.....................................................6
               Section 3.7 Quorum and Voting............................................6
               Section 3.8 Written Consent of Directors in Lieu of a Meeting............7
               Section 3.9 Compensation.................................................7
               Section 3.10 Committees of the Board of Directors........................7

Article IV     Officers, Agents and Employees...........................................8
               Section 4.1 Appointment and Term of Office...............................8
               Section 4.2 Resignation and Removal......................................8
               Section 4.3 Compensation and Bond........................................9
               Section 4.4 Chairman of the Board........................................9
               Section 4.5 Chief Executive Officer and President........................9
               Section 4.6 Vice Presidents..............................................9
               Section 4.7 Treasurer....................................................9
               Section 4.8 Secretary....................................................9
               Section 4.9 Assistant Treasurers........................................10
               Section 4.10 Assistant Secretaries......................................10
               Section 4.11 Delegation of Duties.......................................10

Article V      Indemnification and Insurance...........................................10
               Section 5.1 Right to Indemnification....................................10
</TABLE>

                                      -i-

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<TABLE>
<S>            <C>                                                                     <C>
               Section 5.2 Right to Advancement of Expenses............................11
               Section 5.3 Right of Indemnitee to Bring Suit...........................11
               Section 5.4 Non-Exclusivity of Rights...................................11
               Section 5.5 Insurance...................................................12
               Section 5.6 Indemnification of Employees and Agents of the Company......12
               Section 5.7 Contract Rights.............................................12

Article VI     Common Stock............................................................12
               Section 6.1 Certificates................................................12
               Section 6.2 Transfers of Stock..........................................12
               Section 6.3 Lost, Stolen or Destroyed Certificates......................12
               Section 6.4 Stockholder Record Date.....................................13

Article VII    Seal....................................................................13
               Section 7.1 Seal........................................................13

Article VIII   Waiver of Notice........................................................14
               Section 8.1 Waiver of Notice............................................14

Article IX     Checks, Notes, Drafts, Etc..............................................14
               Section 9.1 Checks, Notes, Drafts, Etc..................................14

Article X      Amendments..............................................................14
               Section 10.1 Amendments.................................................14

Article XI     Definitions.............................................................15
</TABLE>

                                      -ii-

<PAGE>


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            GEOLOGISTICS CORPORATION

                                   ARTICLE I

                               OFFICE AND RECORDS

         SECTION 1.1 DELAWARE OFFICE. The principal office of the Company in the
State of Delaware shall be located in the City of Wilmington, County of New
Castle, and the name and address of its registered agent is The Prentice-Hall
Corporation, Inc., 1209 Orange Street, Wilmington, Delaware.

         SECTION 1.2 OTHER OFFICES. The Company may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Company may from time to time require.

         SECTION 1.3 BOOKS AND RECORDS. The books and records of the Company may
be kept at the Company's principal executive offices in 310 South Street,
Morristown, New Jersey, 07962 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

                                  STOCKHOLDERS

         SECTION 2.1 ANNUAL MEETING. Except as otherwise provided in Section 2.8
of these Bylaws, an annual meeting of stockholders of the Company shall be held
at such time and date in each year as the Board of Directors, the Chairman of
the Board, if any, or the President may from time to time determine.

         The annual meeting in each year shall be held at such place within or
without the State of Delaware as may be fixed by the Board of Directors, or if
not so fixed, at 12:00 P.M., local time, at the principal executive offices of
the Company.

         SECTION 2.2 SPECIAL MEETINGS. A special meeting of the holders of stock
of the Company entitled to vote on any business to be considered at any such
meeting may be called only by the Chairman of the Board, if any, or the
President or any Vice President, and shall be called by the Chairman of the
Board, if any, or the President or the Secretary when directed to do so by
resolution of the Board of Directors or at the written request of directors
representing a majority of the total number of directors which the Company would
at the time have if there were no vacancies (the "WHOLE BOARD") . Any such
request shall state the purpose or purposes of

<PAGE>

the proposed meeting. The Board of Directors may designate the place of meeting
for any special meeting of stockholders, and if no such designation is made, the
place of meeting shall be the principal executive offices of the Company.

         SECTION 2.3 NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, unless notice is waived as provided
in Section 8.1 of these Bylaws, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.

         Unless otherwise provided by law, and except as to any stockholder duly
waiving notice, the written notice of any meeting shall be given personally or
by mail, not less than ten nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, notice
shall be deemed given when deposited in the mail, postage prepaid, directed to
the stockholder at his or her address as it appears on the records of the
Company.

         When a meeting is adjourned to another time or place, 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. At the adjourned meeting the
Company may transact any business which might have been transacted at the
original meeting. If, however, the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         SECTION 2.4 QUORUM. Prior to a Voting Termination Event, at any meeting
of stockholders the holders of seventy-five percent (75%) of the outstanding
stock entitled to vote thereat, either present or represented by proxy, shall
constitute a quorum for the transaction of any business. Except as otherwise
provided by law or by the Certificate of Incorporation, upon a Voting
Termination Event, at any meeting of stockholders the holders of a majority of
the outstanding stock entitled to vote thereat, either present or represented by
proxy, shall constitute a quorum for the transaction of any business, but the
stockholders present, although less than a quorum, may adjourn the meeting to
another time or place and, except as provided in the last paragraph of Section
2.3 of these Bylaws, notice need not be given of the adjourned meeting.

         SECTION 2.5 VOTING. Prior to a Voting Termination Event, all such
actions taken by, in the name of or on behalf of the holders of Common Stock
shall require an affirmative vote of the holders representing at least
seventy-five percent (75%) of the issued and outstanding shares entitled to
vote. Upon a Voting Termination Event, all such actions taken by, in the name of
or on behalf of the holders of Common Stock shall require an affirmative vote of
a majority of the issued and outstanding shares of Common Stock entitled to
vote.

         Except as otherwise required by these Bylaws, whenever directors are to
be elected at a meeting, they shall be elected by a plurality of the votes cast
at the meeting by the holders of stock entitled to vote. Whenever any corporate
action, other than the election of directors, is to be taken by vote of
stockholders at a meeting, it shall, except as otherwise required by law or by
the Certificate of Incorporation or by these Bylaws, be authorized by a

                                      -2-

<PAGE>

majority of the votes cast with respect thereto at the meeting (including
abstentions) by the holders of stock entitled to vote thereon.

         Except as otherwise provided by law or by the Certificate of
Incorporation, each holder of record of stock of the Company entitled to vote on
any matter at any meeting of stockholders shall be entitled to one vote for each
share of such stock standing in the name of such holder on the stock ledger of
the Company on the record date for the determination of the stockholders
entitled to vote at the meeting.

         Upon the demand of any stockholder entitled to vote, the vote for
directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.

         SECTION 2.6 PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. Every proxy shall be
signed by the stockholder or by his duly authorized attorney.

         SECTION 2.7 LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Company shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the Company, or to vote in person or by proxy at any
meeting of stockholders.

         SECTION 2.8 WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any
action required by the General Corporation Law of the state of Delaware (the
"GCL") to be taken at any annual or special meeting of stockholders of the
Company, or any action which may 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, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt written notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. Any such written consent may be
given by one or any number of substantially concurrent written instruments of
substantially similar tenor signed by


                                      -3-
<PAGE>

such stockholders, in person or by attorney or proxy duly appointed in writing,
and filed with the Secretary or an Assistant Secretary of the Company. Any such
written consent shall be effective as of the effective date thereof as specified
therein, provided that such date is not more than sixty (60) days prior to the
date such written consent is filed as aforesaid, or, if no such date is so
specified, on the date such written consent is filed as aforesaid.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 3.1 NUMBER OF DIRECTORS.

         a. PRE-VOTING TERMINATION EVENT. Prior to the first to occur of (i) an
Initial Public Offering, (ii) a Sell-Down Event, (iii) a WES&S Purchase Default,
(iv) a WES&S Funding Default, (v) a Financial Default Disagreement, (vi) an OCM
Entity Purchase Default, (vii) an OCM Entity Funding Default or (viii) May 2,
2002 (in each case a "VOTING TERMINATION EVENT"), the Board of Directors of the
Company (the "BOARD OF DIRECTORS") shall at all times consist of five (5)
members. OCM shall have the right, at its election, to appoint one (1) member of
the Board of Directors of the Company (an "OCM DIRECTOR"), TCW shall have the
right, at its election, to appoint one (1) member of the Board of Directors of
the Company (a "TCW DIRECTOR") and WES&S shall have the right, at its election,
to appoint two (2) members of the Board of Directors of the Company (a "WES&S
DIRECTOR").

         The fifth member of the Board of Directors shall be the Chief Executive
Officer of the Company. Only OCM shall have the right to remove an OCM Director,
or to fill a vacancy caused by the resignation, removal (with or without cause)
or death of such OCM Director. Only TCW shall have the right to remove a TCW
Director, or to fill a vacancy caused by the resignation, removal (with or
without cause) or death of such TCW Director. Only WES&S shall have the right to
remove a WES&S Director, or to fill a vacancy caused by the resignation, removal
(with or without cause) or death of such WES&S Director.

         b. POST-VOTING TERMINATION EVENT. Except as may be otherwise provided
herein or by law, upon a Voting Termination Event that is not caused by an
Initial Public Offering, the Board of Directors of the Company shall at all
times consist of at least five (5) members or such greater number that shall be
needed to satisfy the terms of this Section 3.l(b) consisting of:

          (A) (i) a majority of Board of Directors seats designated by an OCM
          Entity, PROVIDED, that the combined holdings of the OCM Entities are
          fifty percent (50%) or more of the voting stock and the Voting
          Termination Event is due to an event other than an OCM Entity Funding
          Default or an OCM Entity Purchase Default, (ii) one (1) Board of
          Directors seat less than a majority designated by an OCM Entity,
          PROVIDED, that either (x) the combined holdings of the OCM Entities
          are at least twenty-five percent (25%) but less than fifty percent
          (50%) of the voting stock or (y) the combined holdings of the OCM
          Entities are fifty percent (50%) or more of the voting stock and the
          voting Termination Event is due solely to an OCM Entity Funding
          Default or an OCM Entity Purchase Default, or (iii) one (1)


                                      -4-
<PAGE>

          Board of Directors seat designated by an OCM Entity, provided, that
          the combined holdings of the OCM Entities are at least ten percent
          (10%) but less than twenty-five (25%) of the voting stock (in each
          case, an "OCM ENTITY TERMINATION DIRECTOR");

          (B) one (1) Board of Directors seat to be the Chief Executive Officer;

          (C) the remainder of the board seats to be designated by WES&S (a
          "WES&S TERMINATION DIRECTOR"); PROVIDED, HOWEVER, that in no event
          shall WES&S designate less than one (1) Board of Directors seat.

Only OCM shall have the right to remove an OCM Entity Termination Director
appointed by OCM or to fill a vacancy caused by the resignation, removal (with
or without cause) or death of such OCM Entity Termination Director. Only TCW
shall have the right to remove an OCM Entity Termination Director appointed by
TCW or to fill a vacancy caused by the resignation, removal (with or without
cause) or death of such OCM Entity Termination Director. Only WES&S shall have
the right to remove a WES&S Termination Director or to fill a vacancy caused by
the resignation, removal (with or without cause) or death of such WES&S
Termination Director.

         c. NUMBER OF DIRECTORS.

         Upon a Voting Termination event that is caused by an Initial Public
Offering, the number of directors may be changed at any time and from time to
time by vote at a meeting or by written consent of the holders of stock entitled
to vote on the election of directors, or by a resolution of the Board of
Directors passed by a majority of the Whole Board, except that no decrease shall
shorten the term of any incumbent director unless such director is specifically
removed pursuant to Section 3.5 of these Bylaws at the time of such decrease.

         SECTION 3.2 ELECTION AND TERM OF DIRECTORS. Subject to SECTION 3.1, the
Directors shall be elected annually, by election at the annual meeting of
stockholders or by written consent of the holders of stock entitled to vote
thereon in lieu of such meeting. If the annual election of directors is not held
on the date designated therefor, the directors shall cause such election to be
held as soon thereafter as convenient. Each director shall hold office from the
time of his or her election and qualification until his successor is elected and
qualified or until his or her earlier resignation, or removal.

         SECTION 3.3 VACANCIES AND NEWLY CREATED DIRECTORSHIPS. At any time a
vacancy is created on the Board by the death, removal (with or without cause) or
resignation of any one of the Directors, no action shall be taken by the Board
until the Board is reconstituted with the appropriate number of directors. Only
OCM or an OCM Affiliate shall have the right to remove an OCM Director or an OCM
Entity Termination Director appointed by OCM, or to fill a vacancy caused by the
resignation, removal (with or without cause) or death of such OCM Director or
OCM Entity Termination Director. Only TCW or an TCW Affiliate shall have the
right to remove a TCW Director or an OCM Entity Termination Director appointed
by TCW, or to fill a vacancy caused by the resignation, removal (with or without
cause) or death of such TCW Director or OCM Entity Termination Director. Only
WES&S or a WES&S Affiliate shall


                                      -5-
<PAGE>

have the right to remove a WES&S Director or to fill a vacancy caused by the
resignation, removal (with or without cause) or death of such WES&S Director or
WES&S Termination Director. For all other vacancies, the remaining directors
shall meet in person or by telephone for the purpose of approving and appointing
a director in accordance with the provisions set forth in SECTION 3.1 hereof.

         SECTION 3.4 RESIGNATION. Any director may resign at any time upon
written notice to the Company. Any such resignation shall take effect at the
time specified therein or, if the time be not specified, upon receipt thereof,
and the acceptance of such resignation, unless required by the terms thereof,
shall not be necessary to make such resignation effective.

         SECTION 3.5 REMOVAL. Except as otherwise set forth in these Bylaws, any
or all of the directors may be removed at any time, with or without cause, by
vote at a meeting or by written consent of the holders of stock entitled to vote
on the election of directors.

         SECTION 3.6 MEETINGS. Meetings of the Board of Directors, regular or
special, may be held at any place within or without the State of Delaware.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or 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 participation in a meeting by such means shall constitute presence in person
at such meeting. An annual meeting of the Board of Directors shall be held after
each annual election of directors. If such election occurs at an annual meeting
of stockholders, the annual meeting of the Board of Directors shall be held at
the same place and immediately following such meeting of stockholders, and no
further notice thereof need be given other than this Bylaw. If an annual
election of directors occurs by written consent in lieu of the annual meeting of
stockholders, the annual meeting of the Board of Directors shall take place as
soon after such written consent is duly filed with the Company as is
practicable, either at the next regular meeting of the Board of Directors or at
a special meeting. The Board of Directors may fix times and places for
additional regular meetings of the Board of Directors and no notice of such
meetings need be given. A special meeting of the Board of Directors shall be
held whenever called by the Chairman of the Board, if any, or by the President
or by at least one-third of the directors for the time being in office, at such
time and place as shall be specified in the notice or waiver thereof. Notice of
each special meeting shall be given by the Secretary or by a person calling the
meeting to each director by mailing the same, postage prepaid, not later than
the second day before the meeting, or personally or by telegraphing or
telephoning the same not later than the day before the meeting.

         SECTION 3.7 QUORUM AND VOTING. Prior to a Voting Termination Event and
except with respect to the daily affairs and operations of the Company arising
in the ordinary course of business, which affairs shall be attended to by the
officers of the Company under the ultimate direction of the Board of Directors,
four (4) of the members of the Board of Directors present at a meeting shall
constitute a quorum. Prior to a Voting Termination Event, no action shall be
taken, securities issued, monies borrowed, sum expended, decision made or
obligation incurred by or on behalf of the Company with respect to any matter,
unless approved by four (4) members of the Board of Directors of the Company.
Upon a Voting Termination Event, a whole


                                      -6-
<PAGE>

number of directors equal to at least a majority of the Whole Board shall
constitute a quorum for the transaction of business, but if there be less than a
quorum at any meeting of the Board of Directors, a majority of the directors
present may adjourn the meeting from time to time, and no further notice thereof
need be given other than announcement at the meeting which shall be so
adjourned. Upon a Voting Termination Event, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

         SECTION 3.8 WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

         SECTION 3.9 COMPENSATION. Directors may receive compensation for
services to the Company in their capacities as directors or otherwise in such
manner and in such amounts as may be fixed from time to time by the Board of
Directors.

         SECTION 3.10 COMMITTEES OF THE BOARD OF DIRECTORS

         (a) Prior to a Voting Termination Event, an Executive Committee (the
"EXECUTIVE COMMITTEE") consisting of three (3) members of the Board of Directors
shall be authorized to take any action on behalf of the Board of Directors (in
between meetings of the Board of Directors) upon the unanimous approval of such
Executive Committee, including, without limitation, the declaration of
dividends, the issuance of shares of capital stock or any other equity or debt
security, or option or security convertible into equity or debt securities, of
the Company, and the adoption of a certificate of ownership and merger pursuant
to Section 253 of the Delaware General Corporation Law. Each of OCM and WES&S
shall designate one (1) OCM Director (an "OCM EXECUTIVE Director") and one (1)
WES&S Director (a "WES&S EXECUTIVE DIRECTOR"), respectively, to sit on the
Executive Committee, and the third member of the Executive Committee shall be
the Chief Executive Officer of the Company. Only OCM shall have the right to
remove an OCM Executive Director or to fill a vacancy caused by the resignation,
removal or death of such OCM Executive Director. Only WES&S shall have the right
to remove a WES&S Executive Director or to fill a vacancy caused by the
resignation, removal or death of such WES&S Executive Director.

         (b) The Board of Directors may, by resolution passed by a majority of
the Whole Board, designate an audit committee of the Board of Directors (the
"AUDIT COMMITTEE"), which shall be responsible for reviewing the scope of the
Company's independent auditors' examination of the Company's financial
statements and receiving and reviewing their reports, and a compensation
committee of the Board of Directors (the "COMPENSATION COMMITTEE"), which shall
be responsible and have authority for determining the Company's policies with
respect to the nature and amount of all compensation to be paid to the Company's
executive officers and administering the Company's benefit plans and shall also
have authority to issue shares of capital stock or any other equity or debt
security, or option or security convertible into equity or debt securities, of
the Company. Prior to a Voting Termination Event each of the Audit Committee and
the Compensation Committee shall consist of two members, one of whom shall be an
OCM Director that is designated for membership on such committee by OCM and one
of


                                      -7-
<PAGE>

whom shall be a WES&S Director that is designated for membership on such
committee by WES&S. Only OCM shall have the right to remove an OCM Director who
is a member of the Audit Committee or Compensation Committee or to fill a
vacancy on the Audit Committee or Compensation Committee caused by the
resignation, removal or death of such OCM Director. Only WES&S shall have the
right to remove a WES&S Director who is a member of the Audit Committee or
Compensation Committee or to fill a vacancy on the Audit Committee or
Compensation Committee caused by the resignation, removal or death of such WES&S
Director.

         (c) Upon a Voting Termination Event, the Board of Directors may from
time to time, by resolution passed by majority of the Whole Board, designate one
or more committees, each committee to consist of one or more directors of the
Company. Each such committee shall keep a record of its acts and proceedings and
shall report thereon to the Board of Directors whenever requested so to do. Any
or all members of any such committee may be removed, with or without cause, by
resolution of the Board of Directors, passed by a majority of the Whole Board.

                                   ARTICLE IV

                         OFFICERS, AGENTS AND EMPLOYEES

         SECTION 4.1 APPOINTMENT AND TERM OF OFFICE. The officers of the Company
may include a President, a Chief Executive officer, a Secretary and a Treasurer,
and may also include a Chairman of the Board, one or more Vice Presidents, one
or more Assistant Secretaries and one or more Assistant Treasurers. All such
officers shall be appointed by the Board of Directors or by a duly authorized
committee thereof, and shall each have such powers and duties as generally
pertain to their respective offices, subject to the specific provisions of this
Article IV, together with such other powers and duties as from time to time may
be conferred by the Board of Directors or any committee thereof. Any number of
such offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity. Except as may be
prescribed otherwise by the Board of Directors or a committee thereof in a
particular case, all such officers shall hold their offices at the pleasure of
the Board of Directors for an unlimited term and need not be reappointed
annually or at any other periodic interval. The Board of Directors may appoint,
and may delegate power to appoint, such other officers, agents and employees as
it may deem necessary or proper, who shall hold their offices or positions for
such terms, have such authority and perform such duties as may from time to time
be determined by or pursuant to authorization of the Board of Directors.

         SECTION 4.2 RESIGNATION AND REMOVAL. Any officer may resign at any time
upon written notice to the Company. Any officer, agent or employee of the
Company may be removed by the Board of Directors, or by a duly authorized
committee thereof, with or without cause at any time. The Board of Directors or
such a committee thereof may delegate such power of removal as to officers,
agents and employees not appointed by the Board of Directors or such a
committee. Such removal shall be without prejudice to a person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Company shall not of itself create contract rights.


                                      -8-
<PAGE>

         SECTION 4.3 COMPENSATION AND BOND. The compensation of the officers of
the Company shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his or her control.
The Company may secure the fidelity of any or all of its officers, agents or
employees by bond or otherwise.

         SECTION 4.4 CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
be one, shall preside at all meetings of stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him or her by the Board of Directors.

         SECTION 4.5 CHIEF EXECUTIVE OFFICER AND PRESIDENT. In the absence of
the Chairman of the Board (or if there be none), the Chief Executive Officer
shall preside at all meetings of the stockholders and of the Board of Directors.
The Chief Executive officer and President shall have general charge of the
business affairs of the Company. The Chief Executive officer and President may
employ and discharge employees and agents of the Company, except such as shall
be appointed by the Board of Directors, and he or she may delegate these powers.
The Chief Executive Officer may vote the stock or other securities of any other
domestic or foreign corporation of any type or kind which may at any time be
owned by the Company, may execute any stockholders' or other consents in respect
thereof and may in his or her discretion delegate such powers by executing
proxies, or otherwise, on behalf of the Company. The Board of Directors by
resolution from time to time may confer like powers upon any other person or
persons. In the absence or inability to act of the Chief Executive Officer,
unless the Board of Directors shall otherwise provide, the President who has
served in that capacity for the longest time and who shall be present and able
to act, shall perform all the duties and may exercise any of the powers of the
Chief Executive Officer.

         SECTION 4.6 VICE PRESIDENTS. Each Vice President shall have such powers
and perform such duties as the Board of Directors, the Chief Executive Officer
or the President may from time to time prescribe. In the absence or inability to
act of the President, unless the Board of Directors shall otherwise provide, the
Vice President who has served in that capacity for the longest time and who
shall be present and able to act, shall perform all the duties and may exercise
any of the powers of the President.

         SECTION 4.7 TREASURER. The Treasurer shall have charge of all funds and
securities of the Company, shall endorse the same for deposit or collection when
necessary and deposit the same to the credit of the Company in such banks or
depositories as the Board of Directors may authorize. He or she may endorse all
commercial documents requiring endorsements for or on behalf of the Company and
may sign all receipts and vouchers for payments made to the Company. He or she
shall have all such further powers and duties as generally are incident to the
position of Treasurer or as may be assigned to him or her by the President,
Chief Executive Officer or the Board of Directors.

         SECTION 4.8 SECRETARY. The Secretary shall record all the proceedings
of the meetings of the stockholders and directors in a book to be kept for that
purpose and shall also record therein all action taken by written consent of the
stockholders or directors in lieu of a meeting. He or she shall attend to the
giving and serving of all notices of the Company. He or she shall have custody
of the seal of the Company and shall attest the same by his or her signature
whenever required. He or she shall have charge of the stock ledger and such
other


                                      -9-
<PAGE>

books and papers as the Board of Directors may direct, but he or she may
delegate responsibility for maintaining the stock ledger to any transfer agent
appointed by the Board of Directors. He or she shall have all such further
powers and duties as generally are incident to the position of Secretary or as
may be assigned to him or her by the President, Chief Executive officer or the
Board of Directors.

         SECTION 4.9 ASSISTANT TREASURERS. In the absence or inability to act of
the Treasurer, any Assistant Treasurer may perform all the duties and exercise
all the powers of the Treasurer. An Assistant Treasurer shall also perform such
other duties as the Treasurer or the Board of Directors may assign to him or
her.

         SECTION 4.10 ASSISTANT SECRETARIES. In the absence or inability to act
of the Secretary, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary. An Assistant Secretary shall also
perform such other duties as the Secretary or the Board of Directors may assign
to him or her.

         SECTION 4.11 DELEGATION OF DUTIES. In case of the absence of any
officer of the Company, or for any other reason that the Board of Directors may
deem sufficient, the Board of Directors may confer for the time being the powers
or duties, or any of them, of such officer upon any other officer or upon any
director.

                                   ARTICLE V

                          Indemnification and Insurance

         SECTION 5.1 RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding") , by reason of the fact that he or
she or a person of whom he or she is the legal representative is or was a
director or an officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of any other corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to any employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Company to the fullest extent authorized by the GCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including, without
limitation, attorneys, fees, judgments, fines, excise taxes or penalties under
the Employee Retirement Income Security Act of 1974, as amended, and amounts
paid or to be paid in settlement) reasonably incurred by such indemnitee in
connection therewith; PROVIDED, HOWEVER, that except as provided in Section 5.3
with respect to proceedings seeking to enforce rights to indemnification, the
Company shall indemnify any such indemnitee seeking indemnification in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors.


                                      -10-
<PAGE>

         SECTION 5.2 RIGHT TO ADVANCEMENT OF EXPENSES. The right to
indemnification conferred in Section 5.1 shall include the right to be paid by
the Company the expenses (including attorneys, fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an "advancement
of expenses") ; PROVIDED, HOWEVER, that, if the GCL requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Company of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 5.2 or otherwise.

         SECTION 5.3 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section
5.1 or Section 5.2 is not paid in full by the Company within thirty (30) days
after a written claim has been received by the Company, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty (20) days, the indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Company to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right of an advancement of expenses) it shall be a defense that,
and (ii) in any suit brought by the Company to recover an advancement of
expenses pursuant to the terms of an undertaking, the Company shall be entitled
to recover such expenses upon a final adjudication that, the indemnitee has not
met any applicable standard for indemnification set forth in the GCL. Neither
the failure of the Company (including its Board of Directors, independent legal
counsel or stockholders) to have made a determination prior to the commencement
of such action that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable standard of conduct
set forth in the GCL, nor an actual determination by the Company (including its
Board of Directors, independent legal counsel or stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Company to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article V or
otherwise shall be on the Company.

         SECTION 5.4 NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the advancement of expenses conferred in this Article V shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, provision of these
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.


                                      -11-
<PAGE>

         SECTION 5.5 INSURANCE. The Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the GCL.

         SECTION 5.6 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE COMPANY. The
Company may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to the advancement of
expenses, to any employee or agent of the Company to the fullest extent of the
provisions of this Article V with respect to the indemnification and advancement
of expenses of directors and officers of the Company.

         SECTION 5.7 CONTRACT RIGHTS. The rights to indemnification and to the
advancement of expenses conferred in Section 5.1 and Section 5.2 shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

                                   ARTICLE VI

                                  Common Stock

         SECTION 6.1 CERTIFICATES. Certificates for stock of the Company shall
be in such form as shall be approved by the Board of Directors and shall be
signed in the name of the Company by the Chairman of the Board, if any, or the
Chief Executive Officer, the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such
certificates may be sealed with the seal of the Company or a facsimile thereof.
Any of or all the signatures on a certificate may be a facsimile. 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,, it may be issued
by the Company with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

         SECTION 6.2 TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the books of the Company by the holder, in person or by duly authorized
attorney, and on the surrender of the certificate or certificates for the same
number of shares, properly endorsed. The Board of Directors shall have the power
to make all such rules and regulations, not inconsistent with the Certificate of
Incorporation and these Bylaws and the GCL, as the Board of Directors may deem
appropriate concerning the issue, transfer and registration of certificates for
stock of the Company. The Board of Directors may appoint one or more transfer
agents or registrars of transfers, or both, and may require all stock
certificates to bear the signature of either or both.

         SECTION 6.3 LOST, STOLEN OR DESTROYED CERTIFICATES. Except as otherwise
set forth in the Certificate of Incorporation, the Company may issue a new stock
certificate in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Company may require the owner of
the lost, stolen or destroyed certificate or his or her legal representative to
give the Company a bond sufficient to indemnify it against any claim that


                                      -12-
<PAGE>

may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of any such new certificate. The Board of
Directors may require such owner to satisfy other reasonable requirements as it
deems appropriate under the circumstances.

         SECTION 6.4 STOCKHOLDER RECORD DATE. In order that the Company may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date on which the
resolution fixing the record date in adopted by the Board of Directors, and
which shall not be more than sixty nor less than ten (10) day before the date of
such meeting, nor more than sixty (60) days prior to any other action.

         If no record date is fixed by the Board of Directors, (1) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
date 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, (2) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is necessary, shall be at the close of business on the day on which
the first written consent is expressed by the filing thereof with the company as
provided in Section 2.8 of these Bylaws, and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the
adjourned meeting.

         Only such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to give such consent, or to receive payment of such
dividend or other distribution, or to exercise such rights in respect of any
such change, conversion or exchange of stock, or to participate in such action,
as the case may be, notwithstanding any transfer of any stock on the books of
the Company after any record date so fixed.

                                   ARTICLE VII

                                      Seal

         SECTION 7.1 SEAL. The seal of the Company shall be circular in form and
shall bear, in addition to any other emblem or device approved by the Board of
Directors, the name of the Company, the year of its incorporation and the words
"Corporate Seal" and "Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.


                                      -13-
<PAGE>

                                  ARTICLE VIII

                                Waiver of Notice

         SECTION 8.1 WAIVER OF NOTICE. Whenever notice is required to be given
to any stockholder or director of the Company under any provision of the GCL or
the Certificate of Incorporation or these Bylaws, a written waiver thereof,
signed by the person or persons entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice. In
the case of a stockholder, such waiver of notice may be signed by such
stockholder's attorney or proxy duly appointed in writing. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors or members of a committee of directors need be specified in any
written waiver of notice.

                                   ARTICLE IX

                           Checks, Notes, Drafts, Etc.

         SECTION 9.1 CHECKS, NOTES, DRAFTS, ETC. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors or a duly authorized committee thereof may from time to time
designate.

                                   ARTICLE X

                                   Amendments

         SECTION 10.1 AMENDMENTS. Prior to a Voting Termination Event, these
Bylaws and the Certificate of Incorporation may be altered, amended or repealed
at any time by the stockholders beneficially owning at least seventy-five
percent (75%) of the issued and outstanding shares of Common Stock entitled to
vote. Upon a Voting Termination Event, these Bylaws and the Certificate of
Incorporation may be altered, amended, or repealed at any time by the
stockholders beneficially owning a majority of the issued and outstanding shares
of Common Stock entitled to vote. No amendment, modification or waiver of any
provision hereof shall extend to or affect any obligation not expressly amended,
modified or waived or impair any right consequent thereon. No course of dealing,
and no failure to exercise or delay in exercising any right, remedy, power or
privilege hereunder, shall operate as a waiver, amendment or modification of any
provision of the Company's Certificate of Incorporation or these Bylaws.


                                      -14-
<PAGE>

                                   ARTICLE XI

                                   Definitions

         The following terms shall have the following meanings, which meanings
shall be equally applicable to the singular and plural forms of such terms:

         "AFFILIATE" of any person or entity means any person or entity which
directly or indirectly controls, is controlled by, or is under common control
with such person or entity.

         "CONTROL," "CONTROLLED BY" and "UNDER COMMON CONTROL WITH" means direct
or indirect possession of the power to direct or cause the direction of
management or policies (whether through ownership of voting securities, by
contract or otherwise); provided that control shall be conclusively presumed
when any person or entity or affiliated group directly or indirectly owns ten
percent (10%) or more of the securities having ordinary voting power for the
election of a majority of the directors of a corporation.

         "CLOSING DATE" means October 31, 1996.

         "FINANCIAL DEFAULT" shall mean with respect to the Company or any
Subsidiary, any of the following: (i) the occurrence of a default under any
indebtedness with a principal amount in excess of $20 million (either
individually or in the aggregate) to the extent that such default is not cured
or waived within thirty (30) days; (ii) the acceleration of any indebtedness
with a principal amount in excess of $10 million (either individually or in the
aggregate) to the extent not paid or rescinded within five (5) days; (iii) the
imposition of any final and non-appealable judgments in excess of $10 million
(either individually or in the aggregate) to the extent not paid or rescinded
within five (5) days; or (iv) the filing of any voluntary or involuntary
bankruptcy petition with respect to the Company or any Subsidiary to the extent
not withdrawn within five (5) days.

         "FINANCIAL DEFAULT DISAGREEMENT" shall mean that, upon the occurrence
of a Financial Default, the Board of Directors of the Company is unable to agree
on the Company's course of action in response to a Financial Default.

         "INITIAL PUBLIC OFFERING" means the first underwritten public offering
of Common Stock by the Company pursuant to a registration of shares under the
Securities Act on a Form S-1 Registration Statement (or equivalent or successor
form).

         "OCM" means OCM Principal Opportunities Fund, L.P., a Delaware limited
partnership.

         "OCM AFFILIATE" means any investor in or any employee of OCM or Oaktree
Capital Management, LLC ("OAKTREE"), a California limited liability company, or
in any company, joint venture, limited liability company, association or
partnership of which OCM or Oaktree, is a shareholder, manager or general
partner, as the case may be.

         "OCM DIRECTORS" has the meaning assigned to such term in SECTION
3.1(A).


                                      -15-
<PAGE>

         "OCM ENTITY" means either or both of TCW and OCM, as the context
indicates.

         "OCM ENTITY FUNDING DEFAULT" means a circumstance whereby (i) an OCM
Entity and WES&S have entered into a commitment to purchase Securities of the
company pursuant to a purchase agreement; (ii) such OCM Entity is in breach of
its commitment to purchase such Securities; and (iii) WES&S ultimately completes
its purchase under such purchase agreement.

         "OCM ENTITY PURCHASE DEFAULT" means an OCM Entity is in breach of its
purchase obligation under an OCM Entity Acceptance Notice in connection with
certain transfers of the WES&S Shares as set forth in the Stockholders
Agreement.

         "OCM ENTITY SHARES" means all the Securities now and hereafter held by
OCM, and OCM Affiliate, TCW or a TCW Affiliate.

         "PERSON" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof.

         "SECURITIES" shall mean the shares of Common Stock and any securities
convertible or exercisable into shares of Common Stock.

         "SELL-DOWN EVENT" means an event, subject to the Stockholders
Agreement, whereby WES&S sells or Transfers Securities (or an economic "capital
interest" therein, whether directly or indirectly) to any Person; PROVIDED,
HOWEVER, that the following Transfers shall not constitute a Sell-Down Event:
(i) any Transfer made to a WES&S Affiliate or (ii) any Transfer made to any
Person if (A) WES&S retains voting control of the Securities transferred to such
Person and (B) the cumulative number of Securities so transferred (or the
economic capital interest therein) by WES&S shall not exceed the Threshold
Amount.

         "SIMON ENTITY" means Logistical Simon, L.L.C., a Delaware limited
liability company, WESINVEST, Inc., a Delaware corporation or William E. Simon &
Sons, L.L.C., a Delaware limited liability company.

         "STOCKHOLDERS AGREEMENT" means the Amended and Restated Stockholder's
Agreement, dated as of October 31, 1996, among the Company and all of the
holders of the Securities on such date as the same may be modified or amended
from time to time.

         "SUBSIDIARY" means any corporation at least a majority of the Voting
Stock of which is, at the time as of which any determination is being made,
owned by the Company either directly or indirectly through one or more
Subsidiaries.

         "TCW" means TCW Special Credits Fund V -- The Principal Fund, a
California limited partnership.

         "TCW DIRECTOR" has the meaning assigned to such term in SECTION 3.1(A).


                                      -16-
<PAGE>

         "TCW AFFILIATE" means any investor in or any employee of TCW, TCW Asset
Management Company, a California corporation ("TAMCO") , Trust Company of the
West, a California trust company ("TRUSTCO") or Oaktree Capital Management, LLC
("OAKTREE"), a California limited liability company, or in any company, joint
venture, limited liability company, association or partnership of which TCW,
TAMCO, Trustco or Oaktree, is a shareholder, manager or general partner, as the
case may be.

         "THRESHOLD AMOUNT" means thirty percent (30%) of the shares held by
WES&S as of the Closing Date (excluding for the purpose of this calculation any
shares owned by WES&S to the extent received upon the exercise of warrants or
otherwise acquired from parties other than the Company).

         "VOTING STOCK" means any shares of stock having general voting power to
elect the Board of Directors (whether or not stock of any other class or classes
has or might have voting power by reason of the occurrence of any contingency).

         "VOTING TERMINATION EVENT" means the first to occur of (i) an Initial
Public Offering, (ii) a Sell-Down Event, (iii) a WES&S Purchase Default, (iv) a
WES&S Funding Default, (v) a Financial Default Disagreement, (vi) an OCM Entity
Purchase Default, (vii) an OCM Entity Funding Default or (viii) May 2, 2002.

         "WES&S" means Logistical Simon, L.L.C., a Delaware limited liability
company.

         "WES&S DIRECTOR" has the meaning assigned to such term in SECTION
3.1(A).

         "WES&S AFFILIATE" means any Simon Entity or any partnership, limited
liability company or corporation that directly or indirectly, through one or
more intermediaries, has control of, is controlled by or is under common control
with (i) any Simon Entity or (ii) any shareholder, partner or member of a Simon
Entity or any such shareholder's, partner's or member's spouse, siblings,
children, children's spouses, grandchildren or their spouses or any trusts for
the benefit of any of the foregoing.

         "WES&S FUNDING DEFAULT" means a circumstance whereby (i) an OCM Entity
and WES&S have entered into a commitment to purchase the Securities of the
Company pursuant to a purchase agreement; (ii) WES&S is in breach of its
commitment to purchase such Securities; and (iii) an OCM Entity ultimately
completes its purchase under such purchase agreement.

         "WES&S PURCHASE DEFAULT" means WES&S is in breach of its purchase
obligation under a WES&S Acceptance Notice in connection with certain transfers
of the OCM Entity Shares as set forth in the Stockholders Agreement.


                                      -17-