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                                                                         Adopted
                                                                 March 18,  2002
                                                                         Amended
                                                                  April 23, 2002

                                     BY-LAWS

                                       OF

                                 US UNWIRED INC.

                                      * * *

                                    SECTION 1

                                     Offices

     1.1 Principal Office. The principal office of the Corporation shall be
located at 901 Lakeshore Drive, Lake Charles, Louisiana.

     1.2 Additional Offices. The Corporation may have such offices at such other
places as the Board of Directors may from time to time determine or the business
of the Corporation may require.

                                    SECTION 2

                             Shareholders' Meetings

     2.1 Place of Meetings. Unless otherwise required by law, the Articles of
Incorporation ("Articles") or these By-Laws, all meetings of the shareholders
shall be held at the principal office of the Corporation or at such other place,
within or without the State of Louisiana, as may be designated by the Board of
Directors.

     2.2 Annual Meetings; Notice Thereof. An annual meeting of the shareholders
shall be held each year on the date and at the time as the Board of Directors
shall designate, for the purpose of electing directors and for the transaction
of such other business as may be properly brought before the meeting. If no
annual shareholders' meeting is held for a period of eighteen months, any
shareholder may call such meeting to be held at the registered office of the
Corporation as shown on the records of the Secretary of State of the State of
Louisiana.

     2.3 Special Meetings. Special meetings of shareholders, for any purpose or
purposes, may be called by the Board of Directors, by a majority of the number
of Directors constituting the full Board of Directors, or in any manner set
forth in the Articles. In addition, at any time, upon the
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written request of any shareholder or shareholders holding in the aggregate at
least (i) 80% of the total voting power of any series or class, the Secretary of
the Corporation shall call a special meeting of shareholders of such series or
class, or (ii) 80% of the total voting power of the Corporation, the Secretary
of the Corporation shall call a special meeting of all shareholders of the
Corporation. Any such special meeting shall be held at the registered office of
the Corporation at such time as the Secretary may fix, not less than 15 nor more
than 60 days after the receipt of said request, and if the Secretary shall
neglect or refuse to fix such time or to give notice of the meeting, the
shareholder or shareholders making the request may do so. Such requests must
state the specific purpose or purposes of the proposed special meeting, and the
business to be conducted thereat shall be limited to such purpose or purposes.
Except as set forth in the Articles or this Section 2.3, shareholders of the
Corporation shall not have the right to call or have called special meetings of
the shareholders. Any special meeting of the shareholders that has been called
otherwise than upon the request of shareholders may be canceled by resolution of
the Board of Directors upon public notice given prior to the date previously
scheduled for such meeting of shareholders.

     2.4 Notice of Meetings. Except as otherwise provided by the Articles or by
law, the Board of Directors, in the case of an annual meeting or a special
meeting called by it, or the Secretary of the Corporation, in the case of a
special meeting called by shareholders as permitted by the Articles, shall cause
written notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting, at least 10 days and not more
than 60 days prior to the day fixed for the meeting. Notice of the annual
meeting need not state the purpose or purposes thereof, unless action is to be
taken at the meeting as to which notice is required by law or the By-Laws.
Notice of a special meeting shall state the purpose or purposes thereof, and the
business conducted at any special meeting shall be limited to the purpose or
purposes stated in the notice.

     2.5 List of Shareholders. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such shareholder on
the record date for the meeting and confirming the number of votes per share as
to which each such shareholder is entitled, shall be produced on the request of
any shareholder.

     2.6 Quorum. Except as may be otherwise provided in the Articles, a majority
of the total votes of any class of Common Stock or any series of Preferred Stock
shall constitute a quorum with respect to any matter requiring a vote of such
class or series, and a majority of the total votes of any classes and/or series
entitled to vote together as if a single class shall constitute a quorum with
respect to any matter requiring a vote of any such classes and/or series voting
as if a single class.

     2.7 Notice of Shareholder Business and Nominations.

     (A) Annual Meetings of Shareholders.

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     (1) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the shareholders
may be made at an annual meeting of shareholders (a) in the Corporation's notice
of meeting pursuant to Section 2.3 of these By-Laws, (b) by or at the direction
of the Board of Directors upon recommendation of the Nominating Committee or
otherwise or (c) by any shareholder of the Corporation who was a shareholder of
record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-Law.

     (2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of
this By-Law, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for shareholder action. To be timely, a shareholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th calendar day, nor
earlier than the close of business on the 120th calendar day, prior to the first
anniversary of the preceding year's annual meeting; provided, however, that if
the date of the annual meeting is more than 30 calendar days before or more than
60 calendar days after such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the close of business on the 120th
calendar day prior to such annual meeting and not later than the close of
business on the later of the 90th calendar day prior to such annual meeting or
the 10th calendar day following the calendar day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules promulgated
thereunder (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such shareholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the number of shares
of each series or class of capital stock of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.

     (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this By-Law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least 100
calendar days prior to the first anniversary of the preceding year's annual
meeting, a

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shareholder's notice required by this By-Law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th
calendar day following the day on which such public announcement is first made
by the Corporation.

     (B) Special Meetings of Shareholders. Only such business shall be conducted
at a special meeting of shareholders as shall have been described in the notice
of meeting under Section 2.4 of these By-Laws. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
shareholders at which directors are to be elected pursuant to the notice of
meeting (a) by or at the direction of the Board of Directors, and (b) provided
that the election of directors is a specific purpose of such meeting, by any
shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this
By-Law. In the event the Corporation calls a special meeting of shareholders for
the purpose of electing one or more directors to the Board of Directors, any
shareholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Corporation's notice of meeting pursuant
to such clause (b), if the shareholder's notice required by paragraph (A)(2) of
this By-Law shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 120th
calendar day prior to such special meeting and not later than the close of
business on the later of the 90th calendar day prior to such special meeting or
the 10th calendar day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a shareholder's notice as described above.

     (C) General.

          (1) Only such persons who are nominated in accordance with the
     procedures set forth in this By-Law shall be eligible to serve as directors
     and only such business shall be conducted at a meeting of shareholders as
     shall have been brought before the meeting in accordance with the
     procedures set forth in this By-Law. Except as otherwise provided by law,
     the Articles or these By-Laws, the Chairman of the Board (or in his absence
     the Chief Executive Officer) shall have the power and duty to determine
     whether a nomination or any business proposed to be brought before the
     meeting was made or proposed, as the case may be, in accordance with the
     procedures set forth in this By-Law and, if any proposed nomination or
     business is not in compliance with this By-Law, to declare that such
     defective proposal or nomination shall be disregarded.

          (2) For purposes of this By-Law, public announcement shall mean
     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.

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          (3) Notwithstanding the foregoing provisions of this By-Law, a
     shareholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
     affect any rights (i) of shareholders to request inclusion of proposals in
     the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
     Act or (ii) of the holders of any series of Preferred Stock to elect
     Preferred Directors (as defined in the Articles).

     2.8 Proxies. At any meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing executed by such shareholder and bearing a date not
more than eleven months prior to said meeting, unless said instrument provides
for a longer period, but in no case will an outstanding proxy be valid for
longer than three years from the date of its execution. The person appointed as
a proxy need not be a shareholder of the Corporation.

     2.9 Adjournments. Whether or not a quorum is present, either the chairman
of the meeting or the holders of a majority of the voting power of the shares of
capital stock entitled to vote thereat, present in person or in proxy, shall
have power to adjourn the meeting from time to time. Adjournments of any annual
or special meeting of shareholders may be taken without new notice being given
unless a new record date is fixed for the adjourned meeting, but any meeting at
which directors are to be elected shall be adjourned only from day to day until
such directors shall have been elected.

     2.10 Withdrawal. If a quorum is present or represented at a duly organized
shareholders' meeting, such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum as fixed in Section 2.6 of these By-Laws, or the refusal of any
shareholders to vote.

     2.11 Lack of Quorum. If a meeting cannot be organized because a quorum has
not attended, those present may adjourn the meeting to such time and place as
they may determine, subject, however, to the provisions of Section 2.9 hereof.
In the case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than a quorum as
fixed in Section 2.6 hereof, shall nevertheless be deemed to constitute a quorum
for the purpose of electing directors, provided that they represent at least 25%
of the voting power entitled to elect directors.

                                    SECTION 3

                                    Directors

     3.1 Number. All of the corporate powers shall be vested in, and the
business and affairs of the Corporation shall be managed by a Board of
Directors. In addition to Preferred Directors who are elected by the holders of
any class or series of stock having preference over the Common Stock as to
dividends or upon liquidation, the Board of Directors shall consist of nine
natural persons,

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provided that if, after proxy materials for any meeting of shareholders at which
directors are to be elected are mailed to shareholders, any person or persons
named therein to be nominated at the direction of the Board of Directors becomes
unable or unwilling to serve, the foregoing number of authorized directors shall
be automatically reduced by a number equal to the number of such persons unless
the Board of Directors selects an additional nominee or nominees to replace such
persons. No director need be a shareholder. The Secretary shall have the power
to certify at any time as to the number of directors authorized and as to the
class to which each director has been elected or assigned.

     3.2 Powers. The Board may exercise all such powers of the Corporation and
do all such lawful acts and things which are not by law, the Articles or these
By-Laws directed or required to be done by the shareholders.

     3.3 Classes. The Board of Directors shall be divided, with respect to the
time during which they shall hold office, into three classes, as provided in the
Articles.

     3.4 General Election. At each annual meeting of shareholders, directors
shall be elected to succeed those directors whose terms then expire. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

     3.5 Vacancies. Except as otherwise provided in the Articles or these
By-Laws, (a) the office of a director shall become vacant if he dies, resigns or
is duly removed from office and (b) the Board of Directors may declare vacant
the office of a director if he (i) is interdicted or adjudicated an incompetent,
(ii) is adjudicated a bankrupt, (iii) in the sole opinion of the Board of
Directors becomes incapacitated by illness or other infirmity so that he is
unable to perform his duties for a period of six months or longer, or (iv)
ceases at any time to have the qualifications required by law, the Articles or
these By-Laws.

     3.6 Filling Vacancies. Vacancies in the Board of Directors shall be filled
as provided in the Articles. A director elected to fill a vacancy shall serve
until the next shareholders' meeting held for the election of directors of the
class to which he shall have been appointed and until his successor is elected
and qualified.

     3.7 Notice of Shareholder Nominees. Except as otherwise provided in the
Articles, only persons who are nominated in accordance with the procedures set
forth in Section 2.7 of the By-Laws shall be eligible to serve as directors.

     3.8 Compensation of Directors. Directors shall receive such compensation
for their services, in their capacity as directors, as may be fixed by
resolution of the Board of Directors, provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

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     3.9 Directors and Management following the Acquisition of IWO Holdings,
Inc. The following provisions shall become effective at the Effective Time of
the Merger contemplated by that certain Agreement and Plan of Merger dated as of
December 19, 2001 (the "Merger Agreement") by and among the Corporation,
Northeast Unwired Inc. and IWO Holdings, Inc. Capitalized terms used in this
Section 3.9 but not otherwise defined in this Section 3.9 shall have the
meanings ascribed to them in the Merger Agreement.

     a. The Corporation shall cause three of the nine members constituting its
Board of Directors immediately prior to the Effective Time to resign from its
Board of Directors, effective as of the Effective Time, and shall fill the
vacancies created by such resignations with (i) one member designated by the IWO
Board of Directors (the "IWO Director"), (ii) one member designated by
Investcorp (the "Investcorp Director") and (iii) one member designated by the
IWO Board of Directors with the approval of the Corporation, which approval
shall not be unreasonably withheld, provided that such member described in
clause (iii) shall be an "independent director" (as defined for purposes of
listing on Nasdaq) (the "Independent Director") and shall not be a IWO Common
Stockholder (as hereinafter defined) or an affiliate or associate of a IWO
Common Stockholder (the directors contemplated in clause (i), (ii) and (iii)
above together with any directors nominated or designated by them are
collectively referred to as the "IWO Nominated Directors"). For purposes of this
Section 3.9, "IWO Common Stockholder" shall mean a stockholder of IWO
immediately prior to the Effective Time.

     b. At any meeting of the stockholders of the Corporation held after the
Effective Time for the purpose of electing directors of the Corporation,
Investcorp shall be entitled to nominate by notice at least 60 days prior to the
proposed meeting date for election to the Corporation's Board of Directors, and
the Corporation shall cause to be nominated for election and shall use its
reasonable best efforts to cause to be elected to its Board, the following
number of individuals:

          (i) For so long as (A) Investcorp owns 75% or more of the shares of
     USU Common Stock acquired by it upon consummation of the Merger and (B) the
     shares of USU Common Stock beneficially owned by Investcorp are equal to or
     greater than 12% of the issued and outstanding USU Common Stock, Investcorp
     shall be entitled to nominate for election to the Corporation's Board of
     Directors that number of individuals such that the aggregate number of
     directors on the Corporation's Board of Directors that are IWO Nominated
     Directors after giving effect to the election of such nominees shall equal
     the greater of (x) one director and (y) that number of directors
     constituting 33% of the total board seats after giving effect to the
     election of such nominees rounded down to the nearest whole number of board
     seats.

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          (ii) For so long as (A) Investcorp owns 40% or more of the shares of
     USU Common Stock acquired by it upon consummation of the Merger and (B) the
     shares of USU Common Stock owned by Investcorp are less than 12% but more
     than 6% of the issued and outstanding USU Common Stock and Investcorp is
     not entitled to elect directors pursuant to subparagraph (i) above,
     Investcorp shall be entitled to nominate for election to the Corporation's
     Board of Directors that number of individuals such that the aggregate
     number of directors on the Corporation's Board of Directors that are IWO
     Nominated Directors after giving effect to the election of such nominees
     shall equal two.

          (iii) For so long as Investcorp owns 20% or more of the shares of USU
     Common Stock acquired by it upon consummation of the Merger and Investcorp
     is not entitled to elect directors pursuant to subparagraph (i) or (ii)
     above, Investcorp shall be entitled to nominate one person for election to
     the Corporation's Board of Directors, unless at the time of such election
     the Corporation's Board of Directors includes a IWO Nominated Director and
     such director is not up for election.

          (iv) For purposes of determining the ownership percentages described
     in clauses (i), (ii) and (iii) above, Investcorp shall be deemed to include
     the following entities:

         Investcorp IWO Limited Partnership      Wireless International Limited
         Ballet Limited                          Wireless Equity Limited
         Denary Limited                          Wireless Holdings Limited
         Gleam Limited                           Wireless Investments Limited
         Highlands Limited                       IWO Equity Limited
         Noble Limited                           IWO Investments Limited
         Outrigger Limited                       Cellular Equity Limited
         Quill Limited                           Mobile Holdings Limited
         Radial Limited                          Wireless IIP Limited
         Shoreline Limited                       Equity IWO Limited
         Zinnia Limited                          New IWO Equity Limited
         Investcorp Investment Equity Limited    New Wireless IIP Limited
         Alloway Limited                         New Equity IWO Limited
         Carrigan Limited
         Frankfort Limited
         Paugus Limited

     c. Subject to the foregoing, as of the Effective Time (i) the class of
directors whose term expires at the Corporation's 2002 annual meeting of

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stockholders shall include the IWO Director, (ii) the class of directors whose
term expires at the Corporation's 2003 annual meeting of stockholders shall
include the Independent Director and (iii) the class of directors whose term
expires at the Corporation's 2004 annual meeting of stockholders shall include
the Investcorp Director.

     d. In the event that any of the IWO Nominated Directors ceases to serve on
the Board of Directors of the Corporation at any time, Investcorp may promptly
designate a person to replace the IWO Director and the Corporation shall appoint
such designated person to the Corporation's Board of Directors to fill the
unexpired term of the IWO Nominated Director who ceased to serve.

     e. In the event that at any time the number of IWO Nominated Directors
exceeds the number of persons Investcorp shall be entitled to nominate for the
Corporation's Board of Directors pursuant to the provisions of subsection b. of
this Section 3.9, upon the request of the Corporation, one or more IWO Nominated
Directors (selected by Investcorp) shall resign within thirty days of such
request such that the number of IWO Nominated Directors serving on the
Corporation's Board of Directors after such resignations shall equal the number
of IWO Nominated Directors to which Investcorp is then entitled to nominate
pursuant to the provisions of subsection b. of this Section 3.9; provided that
in any event the last IWO Nominated Director shall not be required to resign and
may complete his or her term of office.

     f. If the Corporation's Board of Directors shall create an executive or
other committee to which the Corporation's Board of Directors has delegated it
power and authority with respect to business matters generally, the
Corporation's Board of Directors shall appoint at least one IWO Nominated
Director to such committee if at such time there are any IWO Nominated Directors
serving on the Corporation's Board of Directors.

     g. The Corporation shall deliver to Investcorp International Inc.
concurrently with delivery to the Corporation's Board of Directors all monthly
financial or other operating reports which are regularly prepared by management
of the Corporation and provided to members of the Corporation's Board of
Directors for so long as Investcorp continues to hold in the aggregate 20% of
the shares of USU Common Stock held by it at the Effective Time."

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                                    SECTION 4

                              Meetings of the Board

     4.1 Place of Meetings. The meetings of the Board of Directors may be held
at such place within or without the State of Louisiana as a majority of the
directors may from time to time appoint.

     4.2 Initial Meetings. The first meeting of each newly elected Board shall
be held immediately following the annual shareholders' meeting at which the
Board or any class thereof is elected and at the same place as the annual
meeting, and no notice of such first meeting shall be necessary for the newly
elected directors in order legally to constitute the meeting.

     4.3 Regular Meetings; Notice. Regular meetings of the Board may be held at
such times as the Board may from time to time determine. Notice of regular
meetings of the Board of Directors shall be required, but no special form of
notice or time of notice shall be necessary.

     4.4 Special Meetings; Notice. Special meetings of the Board may be called
by the Board of Directors or the Chairman of the Board or the President on
reasonable notice given to each director, either personally or by telephone,
mail, telex, telecopy or any other comparable form of facsimile communication.
Special meetings shall be called by the Secretary in like manner and on like
notice on the written request of a majority of the directors then in office and
if the officer fails or refuses, or is unable within 24 hours to call a meeting
when requested, then the directors making the request may call the meeting on
two days' written notice given to each director. The notice of a special meeting
of directors need not state its purpose or purposes unless the Articles or these
By-Laws otherwise require. But if the notice states a purpose or purposes and
does not state a further purpose to consider such other business as may properly
come before the meeting, the business to be conducted at the special meeting
shall be limited to the purpose or purposes stated in the notice.

     4.5 Waiver of Notice. Directors present at any regular or special meeting
shall be deemed to have received, or to have waived, due notice thereof,
provided that a director who participates in a meeting by telephone (as
permitted by Section 4.8 hereof) shall not be deemed to have received or waived
due notice if, at the beginning of the meeting, he objects to the transaction of
any business because the meeting is not lawfully called.

     4.6 Quorum. A majority of the Board shall be necessary to constitute a
quorum for the transaction of business, and, except as otherwise provided by
law, the Articles or these By-Laws, the acts of a majority of the number of
directors constituting the full Board of Directors shall be the acts of the
Board. If a quorum is not present at any meeting of the Board of Directors, the
directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum is present.

     4.7 Action by Consent. Any action that may be taken at a meeting of the
Board, or any committee thereof, may be taken by a consent in writing signed by
all of the directors or by all

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members of the committee, as the case may be, and filed with the records of
proceedings of the Board or committee.

     4.8 Meetings by Telephone or Similar Communications. Members of the Board
may participate at and be present at any meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment if
all persons participating in such meeting can hear and communicate with each
other.

                                    SECTION 5

                             Committees of the Board

     5.1 General. The Board may designate one or more committees, each committee
to consist of two or more of the directors of the Corporation (and one or more
directors may be named as alternate members to replace any absent or
disqualified regular members), which, to the extent provided by resolution of
the Board or these By-Laws, shall have and may exercise the powers of the Board
in the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to documents, but
no such committee shall have power or authority to (a) amend or recommend an
amendment to the Articles; (b) adopt, change, amend or repeal By-Laws; (c) adopt
or approve an agreement of merger, consolidation or share exchange; (d)
recommend to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's assets; (e) recommend to the shareholders
a dissolution of the Corporation or a revocation of dissolution; (f) remove or
indemnify directors; (g) declare a dividend; (h) authorize the issuance or sale
of the capital stock of the Corporation; or (i) approve or recommend any other
proposal to be voted on by the shareholders, unless in any such case described
in clauses (a) through (i): (A) such power is specifically delegated to such
committee with respect to a particular proposal and not generally, (B) such
delegation is approved by not less than the voting power of the Board of
Directors that would be required to approve such proposal, and (C) the number of
votes required for such committee to approve such proposal is not less than the
number that would have been required for the Board to approve it. Such committee
or committees shall have such name or names as may be stated in these By-Laws,
or as may be determined from time to time by the Board. Any vacancy occurring in
any such committee shall be filled by the Board, but the President may designate
another director to serve on the committee pending action by the Board. Each
such committee shall hold office during the term of the Board that designated
it.

     5.2 Compensation Committee. The Board shall establish and maintain a
Compensation Committee consisting of three or more directors, none of whom shall
be an employee of the Corporation or any of its subsidiaries, and each of whom
shall meet any further qualifications designated by the Board. The Compensation
Committee shall perform such services as may be designated by the Board.

     5.3 Audit Committee. The Board shall establish an Audit Committee of at
least three members, which committee complies with the requirements applicable
to audit committees and their

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members as set forth in the rules and regulations of the Securities and Exchange
Commission and of the National Association of Securities Dealers, Inc., as such
rules and regulations may be amended from time to time hereafter. The Audit
Committee shall (i) serve as a focal point for communications between the
Corporation's directors, management, independent accountants and internal
auditing personnel, as their duties relate to financial accounting, reporting
and controls, (ii) assist the Board of Directors in fulfilling it fiduciary
responsibilities as to accounting policies and reporting practices of the
Corporation and all subsidiaries and the sufficiency of auditing practices with
respect thereto, in part, by reviewing the scope of audit coverage, including
consideration of the Corporation's accounting practices and procedures and
system of internal accounting controls and reporting to the Board with respect
thereto, (iii) operate as the Board's principal agent in ensuring the
independence of the Corporation's independent accountants, the integrity of
management and the adequacy of disclosure to shareholders, and (iv) perform such
other services as may be designated by the Board.

                                    SECTION 6

                             Removal of Board Member

     Directors may be removed only as provided in the Articles.

                                    SECTION 7

                                     Notices

     7.1 Form of Delivery. Whenever under the provisions of law, the Articles or
these By-Laws notice is required to be given to any shareholder or director, it
shall not be construed to mean personal notice unless otherwise specifically
provided in the Articles or these By-Laws, but such notice may be given by mail,
addressed to such shareholder or director at his address as it appears on the
records of the Corporation, with postage thereon prepaid, or in such other
manner as may be specified in these By-Laws. Notices given by mail shall be
deemed to have been given at the time they are deposited in the United States
mail, and all other notices shall be deemed to have been given upon receipt.

     7.2 Waiver. Whenever any notice is required to be given by law, the
Articles or these By-Laws, 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 deemed equivalent thereto. In addition, notice shall be deemed
to have been given to, or waived by, any shareholder or director who attends a
meeting of shareholders or directors in person, or is represented at such
meeting by proxy, without protesting at the commencement of the meeting the
transaction of any business because the meeting is not lawfully called or
convened.

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                                    SECTION 8

                                    Officers

     8.1 Designations. The officers of the Corporation shall be elected by the
directors and shall be the Chairman of the Board, President, Secretary and
Treasurer. The Board of Directors may appoint a Chief Executive Officer, one or
more Vice Presidents and such other officers as it shall deem necessary, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board. More
than one office maybe may be held by one person, provided that no person holding
more than one office may sign, in more than one capacity, any certificate or
other instrument required by law to be signed by two officers.

     8.2 Term of Office. The officers of the Corporation shall hold office at
the pleasure of the Board of Directors. Except as otherwise provided in the
resolution of the Board of Directors electing any officer, each officer shall
hold office until the first meeting of the Board of Directors after the annual
meeting of shareholders next succeeding his or her election and until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. Any officer may resign at any time upon written notice to the Board,
Chairman of the Board, President or Secretary of the Corporation. Such
resignation shall take effect at the time specified therein and acceptance of
such resignation shall not be necessary to make it effective. The Board may
remove any officer with or without cause at any time. Any such removal shall be
without prejudice to the contractual rights of such officers, if any, with the
Corporation, but the election of an officer shall not in and of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board at any regular or special meeting.

     8.3 The Chairman of the Board. The Chairman of the Board shall preside at
meetings of the Board of Directors and the shareholders and perform such other
duties as may be designated by the Board of Directors or these By-Laws. He shall
be an ex-officio member of all committees of the Board of Directors, except that
he shall be a full member entitled to all the rights and privileges appertaining
thereto with respect to committees on which he is named a full member.

     8.4 The President. The President shall, subject to the powers of the
Chairman of the Board, shall have general and active management of the business
of the Corporation, shall, unless otherwise provided by the Board, be the chief
executive and chief operating officer of the Corporation, shall supervise the
daily operations of the business of the Corporation and shall ensure that all
orders, policies and resolutions of the Board are carried out.

     8.5 The Vice Presidents. The Vice-Presidents (if any) shall perform such
duties as the President or the Board of Directors shall prescribe.

                                       13
<PAGE>

     8.6 The Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall give,
or cause to be given, notice of all meetings of the shareholders and regular and
special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or President. He shall keep in safe custody the seal of
the Corporation, if any, and affix the same to any instrument requiring it.

     8.7 The Treasurer. The Treasurer shall have the custody of the corporate
funds and shall keep or cause to be kept full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall keep a proper accounting of all receipts and disbursements and shall
disburse the funds of the Corporation only for proper corporate purposes or as
may be ordered by the Board and shall render to the President and the Board at
the regular meetings of the Board, or whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition and results
of operations of the Corporation.

                                    SECTION 9

                                      Stock

     9.1 Certificates. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the Chairman of the Board of Directors,
the President or a Vice President and the Secretary or an Assistant Secretary
evidencing the number and class (and series, if any) of shares owned by him,
containing such information as is required by law and bearing the seal of the
Corporation. If any stock certificate is manually signed by a transfer agent or
registrar other than the Corporation itself or an employee of the Corporation,
the signature of any such officer may be a facsimile. In case of officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be an officer, transfer agent or
registrar of the Corporation before such certificate is issued, it may be issued
by the Corporation with the same effect as if such person or entity were an
officer, transfer agent or registrar of the Corporation on the date of issue.
Notwithstanding the foregoing, certificates for the Class A Common Stock of the
Corporation, which has been renamed "Common Stock" by an amendment to the
Articles effective April 1, 2002, shall continue to represent the renamed Common
Stock; provided that any holder of such a certificate who submits it with a
request that the Corporation replace it with a certificate for the renamed
"Common Stock" shall be entitled to be issued such replacement certificate upon
meeting all applicable requirements, including those for any transfer of shares
that is involved in such substitution.

     9.2 Missing Certificates. The President or any Vice President 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, upon the Corporation's receipt of an affidavit of that fact
from the person claiming the certificate of stock to be lost, stolen or
destroyed.

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<PAGE>

As a condition precedent to the issuance of a new certificate or certificates,
the officers of the Corporation shall, unless dispensed with by the President,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his legal representative, to (i) give the Corporation a bond or (ii) enter
into a written indemnity agreement, in each case in an amount appropriate to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

     9.3 Transfers. Upon compliance with the transfer restrictions contained in
the Articles and 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, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                   SECTION 10

                          Determination of Shareholders

     10.1 Record Date. For the purpose of determining shareholders entitled to
notice of and to vote at a meeting, or to receive a dividend, or to receive or
exercise subscription or other rights, or to participate in a reclassification
of stock, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for
determination of shareholders for such purpose, such date to be not more than 60
days and, if fixed for the purpose of determining shareholders entitled to
notice of and to vote at a meeting, not less than 10 days, prior to the date on
which the action requiring the determination of shareholders is to be taken.

     10.2 Registered Shareholders. Except as otherwise provided by law, the
Corporation and its directors, officers and agents may recognize and treat a
person registered on its records as the owner of shares, as the owner in fact
thereof for all purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of such shares, and
the Corporation's rights under this section shall not be affected by any actual
or constructive notice which the Corporation, or any of its directors, officers
or agents, may have to the contrary.

                                   SECTION 11

                                 Indemnification

     11.1 Definitions. As used in this section the following terms shall have
the meanings set forth below:

          (a) "Board" - the Board of Directors of the Corporation.

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<PAGE>

          (b) "Claim" - any threatened, pending or completed claim, action,
     suit, or proceeding, whether civil, criminal, administrative or
     investigative and whether made judicially or extra-judicially, or any
     separate issue or matter therein, as the context requires.

          (c) "Determining Body" - (i) those members of the Board who are not
     named as parties to the Claim for which indemnification is being sought
     ("Impartial Directors") if there are at least three Impartial Directors,
     (ii) a committee of at least three Impartial Directors appointed by the
     Board (regardless whether the members of the Board of Directors voting on
     such appointment are Impartial Directors) or (iii) if there are fewer than
     three Impartial Directors or if the Board of Directors or the committee
     appointed pursuant to clause (ii) of this paragraph so directs (regardless
     whether the members thereof are Impartial Directors), independent legal
     counsel, which may be the regular outside counsel of the Corporation.

          (d) "Disbursing Officer" - the President of the Corporation or, if the
     President is a party to the Claim for which indemnification is being
     sought, any officer not a party to such Claim who is designated by the
     President to be the Disbursing Officer with respect to indemnification
     requests related to the Claim, which designations shall be made promptly
     after receipt of the initial request for indemnification with respect to
     such Claim.

          (e) "Expenses" - any expenses or costs (including, without limitation,
     attorney's fees, judgments, punitive or exemplary damages, fines and
     amounts paid in settlement).

          (f) "Indemnitee" - each person who is or was a director or officer of
     the Corporation.

     11.2 Indemnity.

     (a) To the extent such Expenses exceed the amounts reimbursed or paid
pursuant to policies of liability insurance maintained by the Corporation, the
Corporation shall indemnify each Indemnitee against any Expenses actually and
reasonably incurred by him (as they are incurred) in connection with any Claim
either against him or as to which he is involved solely as a witness or person
required to give evidence, by reason of his position (i) as director or officer
of the Corporation, (ii) as a director or officer of any subsidiary of the
Corporation or as a fiduciary with respect to any employee benefit plan of the
Corporation, or (iii) as a director, officer, partner, employee or agent of
another Corporation, partnership, joint venture, trust or other for-profit or
not-for-profit entity or enterprise, if such position is or was held at the
request of the Corporation, whether relating to service in such position before
or after the effective date of this Section, if he (i) is successful in his
defense of the Claim on the merits or otherwise or (ii) has been found by the
Determining Body (acting in good faith) to have met the Standard of Conduct
(defined below); provided that (A) the amount otherwise payable by the
Corporation may be reduced by the Determining Body to such amount as it deems
proper if it determines that the Claim involved the receipt of a personal
benefit by Indemnitee, and (B) no indemnification shall be made in respect of
any Claim as to which Indemnitee shall have been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for willful or intentional misconduct in the

                                       16
<PAGE>

performance of his duty to the Corporation or to have obtained an improper
personal benefit, unless, and only to the extent that, a court shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such Expenses as the court deems proper.

     (b) The Standard of Conduct is met when the conduct by an Indemnitee with
respect to which a Claim is asserted was conduct that was in good faith and that
he reasonably believed to be in, or not opposed to, the best interest of the
Corporation, and, in the case of a criminal action or proceeding, that he had no
reasonable cause to believe was unlawful. The termination of any Claim by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that Indemnitee did
not meet the Standard of Conduct.

     (c) Promptly upon becoming aware of the existence of any Claim as to which
he may be indemnified hereunder, Indemnitee shall notify the President of the
Corporation of the Claim and whether he intends to seek indemnification
hereunder. If such notice indicates that Indemnitee does so intend, the
President shall promptly advise the Board thereof and notify the Board that the
establishment of the Determining Body with respect to the Claim will be a matter
presented at the next regularly scheduled meeting of the Board. After the
Determining Body has been established the President shall inform the Indemnitee
thereof and Indemnitee shall immediately provide the Determining Body with all
facts relevant to the Claim known to him. Within 60 days of the receipt of such
information, together with such additional information as the Determining Body
may request of Indemnitee, the Determining Body shall determine, and shall
advise Indemnitee of its determination, whether Indemnitee has met the Standard
of Conduct.

     (d) During such 60-day period, Indemnitee shall promptly inform the
Determining Body upon his becoming aware of any relevant facts not theretofore
provided by him to the Determining Body, unless the Determining Body has
obtained such facts by other means.

     (e) In the case of any Claim not involving a proposed, threatened or
pending criminal proceeding,

          (i) if Indemnitee has, in the good faith judgment of the Determining
     Body, met the Standard of Conduct, the Corporation may, in its sole
     discretion after notice to Indemnitee, assume all responsibility for the
     defense of the Claim, and, in any event, the Corporation and the Indemnitee
     each shall keep the other informed as to the progress of the defense,
     including prompt disclosure of any proposals for settlement; provided that
     if the Corporation is a party to the Claim and Indemnitee reasonably
     determines that there is a conflict between the positions of the
     Corporation and Indemnitee with respect to the Claim, then Indemnitee shall
     be entitled to conduct his defense, with counsel of his choice; and
     provided further that Indemnitee shall in any event be entitled at his
     expense to employ counsel chosen by him to participate in the defense of
     the Claim; and

          (ii) the Corporation shall fairly consider any proposals by Indemnitee
     for settlement of the Claim. If the Corporation (A) proposes a settlement
     acceptable to the person asserting the

                                       17
<PAGE>

     Claim, or (B) believes a settlement proposed by the person asserting the
     Claim should be accepted, it shall inform Indemnitee of the terms thereof
     and shall fix a reasonable date by which Indemnitee shall respond. If
     Indemnitee agrees to such terms, he shall execute such documents as shall
     be necessary to effect the settlement. If he does not agree he may proceed
     with the defense of the Claim in any manner he chooses, but if he is not
     successful on the merits or otherwise, the Corporation's obligation to
     indemnify him for any Expenses incurred following his disagreement shall be
     limited to the lesser of (A) the total Expenses incurred by him following
     his decision not to agree to such proposed settlement or (B) the amount the
     Corporation would have paid pursuant to the terms of the proposed
     settlement. If, however, the proposed settlement would impose upon
     indemnitee any requirement to act or refrain from acting that would
     materially interfere with the conduct of his affairs, Indemnitee may refuse
     such settlement and proceed with the defense of the Claim, if he so
     desires, at the Corporation's expense without regard to the limitations
     imposed by the preceding sentence. In no event, however, shall the
     Corporation be obligated to indemnify Indemnitee for any amount paid in a
     settlement that the Corporation has not approved.

     (f) In the case of a Claim involving a proposed, threatened or pending
criminal proceeding, Indemnitee shall be entitled to conduct the defense of the
Claim, and to make all decisions with respect thereto, with counsel of his
choice, provide, however, that the Corporation shall not be obligated to
indemnify Indemnitee for an amount paid in settlement that the Corporation has
not approved.

     (g) After notifying the Corporation of the existence of a Claim, Indemnitee
may from time to time request the Corporation to pay the Expenses (other than
judgments, fines, penalties or amounts paid in settlement) that he incurs in
pursuing a defense of the Claim prior to the time that the Determining Body
determines whether the Standard of Conduct has been met. If the Disbursing
Officer believes the amount requested to be reasonable, he shall pay to
Indemnitee the amount requested (regardless of Indemnitee's apparent ability to
repay such amount) upon receipt of an undertaking by or on behalf of Indemnitee
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation under the circumstances. If the
Disbursing Officer does not believe such amount to be reasonable, the
Corporation shall pay the amount deemed by him to be reasonable and Indemnitee
may apply directly to the Determining Body for the remainder of the amount
requested.

     (h) After the Determining Body has determined that the Standard of Conduct
was met, for so long as and to the extent that the Corporation is required to
indemnify Indemnitee under this Agreement, the provisions of Paragraph (g) shall
continue to apply with respect to Expenses incurred after such time except that
(i) no undertaking shall be required of Indemnitee and (ii) the Disbursing
Officer shall pay to Indemnitee such amount of any fines, penalties or judgments
against him which have become final as the Corporation is obligated to indemnify
him.

     (i) Any determination by the Corporation with respect to settlements of a
Claim shall be made by the Determining Body.

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<PAGE>

     (j) The Corporation and Indemnitee shall keep confidential, to the extent
permitted by law and their fiduciary obligations, all facts and determinations
provided or made pursuant to or arising out of the operation of this Section,
and the Corporation and Indemnitee shall instruct its or his agents and
employees to do likewise.

     11.3 Enforcement.

     (a) The rights provided by this Section shall be enforceable by Indemnitee
in any court of competent jurisdiction.


     (b) If Indemnitee seeks a judicial adjudication of his rights under this
Section, Indemnitee shall be entitled to recover from the Corporation, and shall
be indemnified by the Corporation against any and all Expenses actually and
reasonably incurred by him in connection with such proceeding but only if he
prevails therein. If it shall be determined that Indemnitee is entitled to
receive part but not all of the relief sought, then the Indemnitee shall be
entitled to be reimbursed for all Expenses incurred by him in connection with
such judicial adjudication if the amount to which he is determined to be
entitled exceeds 50% of the amount of his claim. Otherwise, the Expenses
incurred by Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.

     (c) In any judicial proceeding described in this subsection, the
Corporation shall bear the burden of proving that Indemnitee is not entitled to
any Expenses sought with respect to any Claim.

     11.4 Saving Clause.

     If any provision of this Section is determined by a court having
jurisdiction over the matter to require the Corporation to do or refrain from
doing any act that is in violation of applicable law, the court shall be
empowered to modify or reform such provision so that, as modified or reformed,
such provision provides the maximum indemnification permitted by law, and such
provision, as so modified or reformed, and the balance of this Section, shall be
applied in accordance with their terms. Without limiting the generality of the
foregoing, if any portion of this Section shall be invalidated on any ground,
the Corporation shall nevertheless indemnify an Indemnitee to the full extent
permitted by any applicable portion of this Section that shall not have been
invalidated and to the full extent permitted by law with respect to that portion
that has been invalidated.

     11.5 Non-Exclusivity.

     (a) The indemnification and advancement of Expenses provided by or granted
pursuant to this Section shall not be deemed exclusive of any other rights to
which Indemnitee is or may become entitled under any statute, article of
incorporation, by-law, authorization of shareholders or directors, agreement, or
otherwise.

     (b) It is the intent of the Corporation by this Section to indemnify and
hold harmless Indemnitee to the fullest extent permitted by law, so that if
applicable law would permit the

                                       19
<PAGE>

     Corporation to provide broader indemnification rights than are currently
     permitted, the Corporation shall indemnify and hold harmless Indemnitee to
     the fullest extent permitted by applicable law notwithstanding that the
     other terms of this Section would provide for lesser indemnification.

     11.6 Successors and Assigns. This Section shall be binding upon the
Corporation, its successors and assigns, and shall inure to the benefit of the
Indemnitee's heirs, personal representatives, and assigns and to the benefit of
the Corporation, its successors and assigns.

     11.7 Indemnification of Other Persons. The Corporation may indemnify any
person not covered by Sections 11.1 through 11.6 to the extent provided in a
resolution of the Board or a separate section of these By-Laws.

                                   SECTION 12

                                     By-Laws

     By-Laws of the Corporation may be adopted, changed, amended and repealed
only as provided in the Articles.

                                   SECTION 13

                             Preferred Shareholders

     Notwithstanding anything in these By-Laws to the contrary, whenever the
holders of any one or more classes or series of stock having a preference over
the Common Stock as to dividends or upon liquidation shall have rights specified
in the Articles, the provisions of the Articles (as they may be duly amended
from time to time fixing the rights and preferences of such Preferred Stock)
shall govern to the extent inconsistent with these By-Laws.

                                   SECTION 14

                                  Miscellaneous

     14.1 Dividends. Except as otherwise provided by law or the Articles,
dividends upon the stock of the Corporation may be declared by the Board of
Directors at any regular or special meeting. Dividends may be paid in cash,
property, or in shares of stock, subject to the limitations specified in the
Articles.

     14.2 Voting of Shares Owned by Corporation. Unless otherwise directed by
the Board, any shares of capital stock issued by a wholly-owned subsidiary of
the Corporation may be voted by the President of the Corporation at any
shareholders' meeting of the subsidiary (or in connection with any written
consent in lieu thereof).

                                       20
<PAGE>

     14.3 Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. Signatures of the
authorized signatories may be by facsimile.

     14.4 Fiscal Year. The Board of Directors may adopt for and on behalf of the
Corporation a fiscal or a calendar year.

     14.5 Seal. The Board of Directors may adopt a corporate seal, which shall
have inscribed thereon the name of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. Failure to affix the seal shall not, however, affect the validity of
any instrument.

     14.6 Gender. All pronouns and variations thereof used in these By-Laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to may require.

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