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                           LAIDLAW INTERNATIONAL, INC.

                                     BY-LAWS

                                As Adopted and in
                             Effect on June 23, 2003

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                                TABLE OF CONTENTS

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STOCKHOLDERS' MEETINGS..........................................................................................   1

         1.       Time and Place of Meetings....................................................................   1
         2.       Annual Meeting................................................................................   1
         3.       Special Meetings..............................................................................   1
         4.       Notice of Meetings............................................................................   1
         5.       Inspectors....................................................................................   1
         6.       Quorum........................................................................................   1
         7.       Voting; Proxies...............................................................................   2
         8.       Order of Business.............................................................................   2

DIRECTORS.......................................................................................................   4

         9.       Function......................................................................................   4
         10.      Number, Election and Terms....................................................................   4
         11.      Vacancies and Newly Created Directorships.....................................................   4
         12.      Removal.......................................................................................   4
         13.      Nominations of Directors; Election............................................................   4
         14.      Resignation...................................................................................   5
         15.      Regular Meetings..............................................................................   5
         16.      Special Meetings..............................................................................   6
         17.      Quorum........................................................................................   6
         18.      Participation in Meetings by Telephone Conference.............................................   6
         19.      Committees....................................................................................   6
         20.      Audit Committee...............................................................................   7
         21.      Compensation Committee........................................................................   7
         22.      Nominating and Corporate Governance Committee.................................................   7
         23.      Ethics and Compliance Committee; Other Committees.............................................   7
         24.      Compensation..................................................................................   8
         25.      Rules.........................................................................................   8

NOTICES.........................................................................................................   8

         26.      Generally.....................................................................................   8
         27.      Waivers.......................................................................................   8

OFFICERS........................................................................................................   8

         28.      Generally.....................................................................................   8
         29.      Compensation..................................................................................   9
         30.      Succession....................................................................................   9
         31.      Chairman of the Board.........................................................................   9
         32.      Chief Executive Officer.......................................................................   9
         33.      The President.................................................................................   9
         34.      Vice Presidents...............................................................................   9
         35.      The Chief Financial Officer...................................................................  10
         36.      The Secretary and Assistant Secretaries.......................................................  10
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                                TABLE OF CONTENTS
                                   (continued)

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         37.      The Treasurer and Assistant Treasurers........................................................  10
         38.      Execution of Documents and Action with Respect to Securities of Other Corporations............  10

STOCK...........................................................................................................  11

         39.      Certificates..................................................................................  11
         40.      Classes of Stock..............................................................................  11
         41.      Lost, Stolen or Destroyed Certificates........................................................  11
         42.      Transfer of Stock.............................................................................  11
         43.      Record Dates..................................................................................  11

INDEMNIFICATION.................................................................................................  12

         44.      Damages and Expenses..........................................................................  12
         45.      Insurance, Contracts and Funding..............................................................  12

GENERAL.........................................................................................................  13

         46.      Fiscal Year...................................................................................  13
         47.      Seal..........................................................................................  13
         48.      Reliance Upon Books, Reports and Records......................................................  13
         49.      Time Periods..................................................................................  13
         50.      Amendments....................................................................................  13
         51.      Certain Defined Terms.........................................................................  14
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                             STOCKHOLDERS' MEETINGS

         1.       Time and Place of Meetings. All meetings of the stockholders
                  for the election of the members of the Board of Directors of
                  the Company (the "Directors") or for any other purpose will be
                  held at such time and place, within or without the State of
                  Delaware, as may be designated by the Board of Directors of
                  the Company (the "Board") or, in the absence of a designation
                  by the Board, the Chairman of the Board (the "Chairman"), the
                  Chief Executive Officer, the President or the Secretary, and
                  stated in the notice of meeting. The Board may postpone and
                  reschedule any previously scheduled annual or special meeting
                  of the stockholders.

         2.       Annual Meeting. An annual meeting of the stockholders will be
                  held at such date and time as may be designated from time to
                  time by the Board, at which meeting the stockholders will
                  elect by a plurality vote the Directors to succeed those
                  Directors whose terms expire at such meeting and will transact
                  such other business as may properly be brought before the
                  meeting in accordance with By-Law 8.

         3.       Special Meetings. Special meetings of the stockholders may be
                  called only by (i) the Chairman of the Board; (ii) the
                  President of the Company; (iii) the Secretary of the Company
                  within 10 calendar days after receipt of the written request
                  of a majority of the Board; or (iv) persons holding at least
                  66B% of all shares outstanding and entitled to vote at
                  such meeting. Any such request by a majority of the Board must
                  be sent to the Chairman and the Secretary and must state the
                  purpose or purposes of the proposed meeting. Special meetings
                  of holders of the outstanding Series A Junior Participating
                  Preferred Stock, $.01 par value, of the Company (the "Series A
                  Preferred"), if any, may be called in the manner and for the
                  purposes provided in the Certificate of Incorporation of the
                  Company (the "Certificate of Incorporation").

         4.       Notice of Meetings. Written notice of every meeting of the
                  stockholders, stating the place, date and hour of the meeting
                  and, in the case of a special meeting, the purpose or purposes
                  for which the meeting is called, will be given not less than
                  10 nor more than 60 calendar days before the date of the
                  meeting to each stockholder of record entitled to vote at such
                  meeting, except as otherwise provided herein or by law. When a
                  meeting is adjourned to another place, date or time, written
                  notice need not be given of the adjourned meeting if the
                  place, date and time thereof are announced at the meeting at
                  which the adjournment is taken; provided, however, that if the
                  adjournment is for more than 30 calendar days, or if after the
                  adjournment a new record date is fixed for the adjourned
                  meeting, written notice of the place, date and time of the
                  adjourned meeting must be given in conformity herewith. At any
                  adjourned meeting, any business may be transacted which
                  properly could have been transacted at the original meeting.

         5.       Inspectors. The Board may appoint one or more inspectors of
                  election to act as judges of the voting and to determine those
                  entitled to vote at any meeting of the

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                  stockholders, or any adjournment thereof, in advance of such
                  meeting. The Board may designate one or more persons as
                  alternate inspectors to replace any inspector who fails to
                  act. If no inspector or alternate is able to act at a meeting
                  of stockholders, the presiding officer of the meeting may
                  appoint one or more substitute inspectors.

         6.       Quorum. Except as otherwise provided by law, the holders of a
                  majority of the stock issued and outstanding and entitled to
                  vote thereat, present in person or represented by proxy, will
                  constitute a quorum at all meetings of the stockholders for
                  the transaction of business thereat. If, however, such quorum
                  is not present or represented at any meeting of the
                  stockholders, the stockholders entitled to vote thereat,
                  present in person or represented by proxy, will have the power
                  to adjourn the meeting from time to time, without notice other
                  than announcement at the meeting, until a quorum is present or
                  represented.

         7.       Voting; Proxies. Except as otherwise provided by law or the
                  Certificate of Incorporation, each stockholder will be
                  entitled at every meeting of the stockholders to one vote for
                  each share of stock having voting power standing in the name
                  of such stockholder on the books of the Company on the record
                  date for the meeting and such votes may be cast either in
                  person or by proxy. Every proxy must be authorized in a manner
                  permitted by Section 212 of the Delaware General Corporation
                  Law (or any successor provision). Without affecting any vote
                  previously taken, a stockholder may revoke any proxy that is
                  not irrevocable by attending the meeting and voting in person,
                  by revoking the proxy by giving notice to the Secretary of the
                  Company, or by a later appointment of a proxy. No proxy shall
                  be voted or acted upon after three years from its date, unless
                  the proxy provides for a longer period. If no date is stated
                  in a proxy, such proxy shall be presumed to have been executed
                  on the date of the meeting at which it is to be voted. Each
                  proxy shall be revocable unless expressly provided therein to
                  be irrevocable and coupled with an interest sufficient in law
                  to support an irrevocable power or unless otherwise made
                  irrevocable by law. The vote upon any question brought before
                  a meeting of the stockholders may be by voice vote, unless
                  otherwise required by the Certificate of Incorporation or
                  these By-Laws or unless the Chairman or the holders of a
                  majority of the outstanding shares of all classes of stock
                  entitled to vote thereon present in person or by proxy at such
                  meeting otherwise determine. Every vote taken by written
                  ballot will be counted by the inspectors of election. When a
                  quorum is present at any meeting, the affirmative vote of the
                  holders of a majority of the stock present in person or
                  represented by proxy at the meeting and entitled to vote on
                  the subject matter and which has actually been voted will be
                  the act of the stockholders, except in the election of
                  Directors or as otherwise provided in these By-Laws, the
                  Certificate of Incorporation or by law.

         8.       Order of Business. (a) The Chairman, or such other officer of
                  the Company designated by a majority of the Board, will call
                  meetings of the stockholders to order and will act as
                  presiding officer thereof. Unless otherwise determined by the
                  Board prior to the meeting, the presiding officer at the
                  meeting of the

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                  stockholders will also determine the order of business and
                  have the authority in his or her sole discretion to regulate
                  the conduct of any such meeting, including, without
                  limitation, by (i) imposing restrictions on the persons (other
                  than stockholders of the Company or their duly appointed
                  proxies) who may attend any such stockholders' meeting, (ii)
                  ascertaining whether any stockholder or his proxy may be
                  excluded from any meeting of the stockholders based upon any
                  determination by the presiding officer, in his sole
                  discretion, that any such person has unduly disrupted or is
                  likely to disrupt the proceedings thereat, and (iii)
                  determining the circumstances in which any person may make a
                  statement or ask questions at any meeting of the stockholders.

                  (b)      No business may be transacted at an annual meeting of
                           stockholders, other than business that is either (i)
                           specified in the notice of meeting (or any supplement
                           thereto) given by or at the direction of the Chairman
                           of the Board, the President or a majority of the
                           Board (or any duly authorized committee thereof),
                           (ii) otherwise properly brought before the annual
                           meeting by the Chairman of the Board or by or at the
                           direction of the majority of the Board (or any duly
                           authorized committee thereof), or (iii) otherwise
                           properly brought before the annual meeting by any
                           stockholder of the Company (A) who is a stockholder
                           of record on the date of the giving of the notice
                           provided for in this By-Law and on the record date
                           for the determination of stockholders entitled to
                           vote at such annual meeting and (B) who complies with
                           the notice procedures set forth in this By-Law 8.

                  (c)      In addition to any other applicable requirements, for
                           business to be properly brought before an annual
                           meeting by a stockholder, such stockholder must have
                           given timely notice thereof in proper written form to
                           the Secretary of the Company. To be timely, a
                           stockholder's notice to the Secretary must be
                           delivered to or mailed and received at the principal
                           executive offices of the Company not less than 60 nor
                           more than 90 calendar days prior to the anniversary
                           of the date on which the Company first mailed its
                           proxy materials for the prior year's annual meeting
                           of stockholders; provided, however, that in the event
                           that the annual meeting is called for a date that is
                           not within 30 calendar days before or after the
                           anniversary of the prior year's annual meeting,
                           notice by the stockholder in order to be timely must
                           be so received not later than the close of business
                           on the tenth calendar day following the date on which
                           public announcement of the date of the annual meeting
                           was made. In no event will the public announcement of
                           an adjournment of an annual meeting commence a new
                           time period for the giving of a stockholder's notice
                           as described above. For purposes of the foregoing,
                           the date on which the Company first mailed its proxy
                           materials to stockholders will be the date so
                           described in such proxy materials.

                  (d)      To be in proper written form, a stockholder's notice
                           to the Secretary must set forth as to each matter
                           such stockholder proposes to bring before the

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                           annual meeting (i) a brief description of the
                           business desired to be brought before the annual
                           meeting and the reasons for conducting such business
                           at the annual meeting, (ii) the name and record
                           address of such stockholder, (iii) the class or
                           series and number of shares of capital stock of the
                           Company which are owned beneficially or of record by
                           such stockholder, (iv) a description of all
                           arrangements or understandings between such
                           stockholder and any other person or persons
                           (including their names) in connection with the
                           proposal of such business by such stockholder and any
                           material interest of such stockholder in such
                           business, and (v) a representation that such
                           stockholder intends to appear in person or by proxy
                           at the annual meeting to bring such business before
                           the meeting.

                  (e)      Upon the receipt of the Secretary of a proper request
                           by any stockholder or stockholders entitled to call a
                           meeting of stockholders, the Board shall (i) call a
                           special meeting of the stockholders for the purposes
                           specified in the request for a special meeting and
                           (ii) fix a record date for the determination of
                           stockholders entitled to notice of and to vote at
                           such meeting, which record date will not be later
                           than 60 calendar days after the date of receipt by
                           the Secretary of the request to call the meeting;
                           provided, however, no special meeting pursuant to the
                           stockholder's request will be required to be convened
                           if (i) the Board calls an annual or special meeting
                           of stockholders to be held not later than 90 calendar
                           days after receipt by the Secretary of a proper
                           request by the stockholder to call a meeting and (ii)
                           the purposes of such annual or special meeting
                           include the purposes specified in the stockholder's
                           request.

                  (f)      At a special meeting of stockholders, only such
                           business may be conducted or considered as is
                           properly brought before the meeting. To be properly
                           brought before a special meeting, business must be
                           (i) specified in the notice of the meeting (or any
                           supplement thereto) given by or at the direction of
                           the Chairman, the President or a majority of the
                           Board in accordance with By-Law 4 or (ii) otherwise
                           properly brought before the meeting by the presiding
                           officer or by or at the direction of a majority of
                           the Board.

                  (g)      The determination of whether any business sought to
                           be brought before any annual or special meeting of
                           the stockholders is properly brought before such
                           meeting in accordance with this By-Law 8 will be made
                           by the presiding officer of such meeting. If the
                           presiding officer determines that any business is not
                           properly brought before such meeting, he or she will
                           so declare to the meeting and any such business will
                           not be conducted or considered.

                                   DIRECTORS

         9.       Function. The business and affairs of the Company will be
                  managed under the direction of its Board.

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         10.      Number, Election and Terms. Except as otherwise provided by
                  the Certificate of Incorporation, the authorized number of
                  Directors may be determined from time to time only by a vote
                  of a majority of the Board. The Directors will be classified
                  with respect to the time for which they severally hold office
                  in accordance with the Certificate of Incorporation.

         11.      Vacancies and Newly Created Directorships. Subject to the
                  provisions of the Certificate of Incorporation, newly created
                  directorships resulting from any increase in the number of
                  Directors and any vacancies on the Board resulting from death,
                  resignation, disqualification, removal or other cause will be
                  filled solely by the affirmative vote of a majority of the
                  remaining Directors then in office, even though less than a
                  quorum of the Board, or by a sole remaining Director. Any
                  Director elected in accordance with the preceding sentence
                  will hold office for the remainder of the full term of the
                  class of Directors in which the new directorship was created
                  or the vacancy occurred and until such Director's successor is
                  elected and qualified. No decrease in the number of Directors
                  constituting the Board will shorten the term of an incumbent
                  Director.

         12.      Removal. Any Director may be removed from office by the
                  stockholders only for cause and only in the manner provided in
                  the Certificate of Incorporation and, if applicable, any
                  amendment to this By-Law 12.

         13.      Nominations of Directors; Election. (a) Only persons who are
                  nominated in accordance with the following procedures will be
                  eligible for election as Directors of the Company. Nominations
                  of persons for election to the Board may be made at any annual
                  meeting of stockholders (i) by or at the direction of the
                  Board (or any duly authorized Committee thereof) or (ii) by
                  any stockholder of the Company (A) who is a stockholder of
                  record on the date of the giving of the notice provided for in
                  this By-Law 13 and on the record date for the determination of
                  stockholders entitled to vote at such annual meeting and (B)
                  who complies with the notice procedures set forth in this
                  By-Law 13. In addition to any other applicable requirements,
                  for a nomination to be made by a stockholder, such stockholder
                  must have given timely notice thereof in proper written form
                  to the Secretary of the Company. To be timely, a stockholder's
                  notice to the Secretary must be delivered to or mailed and
                  received at the principal executive offices of the Company not
                  less than 60 nor more than 90 calendar days prior to the date
                  on which the Company first mailed its proxy materials for the
                  prior year's annual meeting of stockholders; provided,
                  however, that in the event that the annual meeting is called
                  for a date that is not within 30 calendar days before or after
                  the anniversary of the prior year's annual meeting, notice by
                  the stockholder in order to be timely must be so received not
                  later than the close of business on the tenth calendar day
                  following the day on which public disclosure of the date of
                  the annual meeting was made. In no event will the public
                  disclosure of an adjournment of an annual meeting commence a
                  new time period for the giving of a stockholder's notice as
                  described above. For purposes of the foregoing, the date on
                  which the Company first mailed its proxy materials to
                  stockholders will be the date so described in such proxy
                  materials.

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                  (b)      To be in proper written form, a stockholder's notice
                           to the Secretary must set forth (i) as to each person
                           whom the stockholder proposes to nominate for
                           election as a director (A) the name, age, business
                           address and residence address of the person, (B) the
                           principal occupation or employment of the person, (C)
                           the class or series and number of shares of capital
                           stock of the Company which are owned beneficially or
                           of record by the person, and (D) any other
                           information relating to the person that would be
                           required to be disclosed in a proxy statement or
                           other filings required to be made in connection with
                           solicitations of proxies for election of directors
                           pursuant to Section 14 of the Securities Exchange Act
                           of 1934 and the rules and regulations thereunder (the
                           "Exchange Act"), and the rules and regulations
                           promulgated thereunder, and (ii) as to the
                           stockholder giving the notice (A) the name and record
                           address of such stockholder, (B) the class or series
                           and number of shares of capital stock of the Company
                           which are owned beneficially or of record by such
                           stockholder, (C) a description of all arrangements or
                           understandings between or among such stockholder and
                           each proposed nominee and any other person or persons
                           (including their names) pursuant to which the
                           nomination(s) are to be made by such stockholder, (D)
                           a representation that such stockholder intends to
                           appear in person or by proxy at the meeting to
                           nominate the persons named in its notice, and (E) any
                           other information relating to such stockholder that
                           would be required to be disclosed in a proxy
                           statement or other filings required to be made in
                           connection with solicitations of proxies for election
                           of directors pursuant to the Exchange Act. Such
                           notice must be accompanied by a written consent of
                           each proposed nominee to being named as a nominee and
                           to serve as a director if elected.

                  (c)      If the presiding officer of the meeting determines
                           that a nomination was not made in accordance with the
                           foregoing procedures or otherwise conflicts with the
                           Certificate of Incorporation, the presiding officer
                           will declare to the meeting that the nomination was
                           defective and such defective nomination will be
                           disregarded.

         14.      Resignation. Any Director may resign at any time by giving
                  written notice of his or her resignation to the Chairman or
                  the Secretary. Any resignation will be effective upon actual
                  receipt by any such person or, if later, as of the date and
                  time specified in such written notice.

         15.      Regular Meetings. Regular meetings of the Board may be held
                  immediately after the annual meeting of the stockholders and
                  at such other time and place either within or without the
                  State of Delaware as may from time to time be determined by
                  the Board or as shall be specified or fixed in the notice or
                  waiver of notice of any such meeting. Regular meetings of the
                  Board shall be held not less frequently than quarterly.

         16.      Special Meetings. Special meetings of the Board may be called
                  by the Chairman or the President on one day's notice to each
                  Director by whom such notice is not

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<PAGE>

                  waived, given either personally or by mail, telephone,
                  telegram, telex, facsimile or similar medium of communication,
                  and will be called by the Chairman or the President, in like
                  manner and on like notice, on the written request of a
                  majority of the Board. Special meetings of the Board may be
                  held at such time and place either within or without the State
                  of Delaware as is determined by the Board or specified in the
                  notice of any such meeting.

         17.      Quorum. At all meetings of the Board, a majority of the total
                  number of Directors then in office will constitute a quorum
                  for the transaction of business. Except for actions required
                  by these By-Laws or the Certificate of Incorporation to be
                  taken by a majority of the Board, the act of a majority of the
                  Directors present at any meeting at which there is a quorum
                  will be the act of the Board. If a quorum is not present at
                  any meeting of the Board, the Directors present thereat may
                  adjourn the meeting from time to time to another place, time
                  or date, without notice other than announcement at the
                  meeting, until a quorum is present.

         18.      Participation in Meetings by Telephone Conference. Members of
                  the Board or any committee designated by the Board may
                  participate in a meeting of the Board or any such committee,
                  as the case may be, by means of telephone conference or
                  similar means by which all persons participating in the
                  meeting can hear each other, and such participation in a
                  meeting will constitute presence in person at the meeting.

         19.      Committees. (a) The Board may designate one or more
                  committees. Each such committee will consist of one or more
                  Directors and will have such lawfully delegable powers and
                  duties as the Board may confer; provided, however, that no
                  committee shall exercise any power or duty expressly required
                  by the Delaware General Corporation Law, as it may be amended
                  from time to time, to be acted upon by the Board. Any such
                  committee designated by the Board will have such name as may
                  be determined from time to time by resolution adopted by the
                  Board. Each committee created by the Board will (i) make
                  available to the Board the minutes of its meetings or (ii)
                  make a presentation to the Board at the next Board meeting
                  following such committee's meeting.

                  (b)      The members of each committee of the Board will serve
                           in such capacity at the pleasure of the Board or as
                           may be specified in any resolution from time to time
                           adopted by the Board. The Board may designate one or
                           more Directors as alternate members of any such
                           committee, who may replace any absent or disqualified
                           member at any meeting of such committee. In lieu of
                           such designation by the Board, in the absence or
                           disqualification of any member of a committee of the
                           Board, the members thereof present at any such
                           meeting of such committee and not disqualified from
                           voting, whether or not they constitute a quorum, may
                           unanimously appoint another member of the Board to
                           act at the meeting in the place of any such absent or
                           disqualified member.

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         20.      Audit Committee. The Board may, by resolution adopted by the
                  affirmative vote of a majority of the authorized number of
                  Directors, designate an Audit Committee of the Board, which
                  shall consist of such number, but not less than three, of
                  non-employee Directors who satisfy stock exchange independence
                  and other requirements for audit committees as the Board shall
                  determine. The Audit Committee shall: (i) make recommendations
                  to the Board as to the independent accountants to be appointed
                  by the Board; (ii) review with the independent accountants the
                  scope of their examinations; (iii) receive the reports of the
                  independent accountants and meet with representatives of such
                  accountants for the purpose of reviewing and considering
                  questions relating to their examination and such reports; (iv)
                  review, either directly or through the independent
                  accountants, the internal accounting and auditing procedures
                  of the Company; (v) review related party transactions; (vi)
                  review the relationship between the accountants and the
                  Company to confirm their independence; and (vii) perform such
                  other functions as may be assigned to it from time to time by
                  the Board. The Audit Committee may determine its manner of
                  acting and fix the time and place of its meetings, unless the
                  Board shall otherwise provide. A majority of the members of
                  the Audit Committee shall constitute a quorum for the
                  transaction of business by the committee and the act of a
                  majority of the members of the committee present at a meeting
                  at which a quorum shall be present shall be the act of the
                  committee.

         21.      Compensation Committee. The Board may, by resolution adopted
                  by the affirmative vote of a majority of the authorized number
                  of directors, designate a Compensation Committee of the Board,
                  which shall consist of such number of non-employee Directors
                  as the Board may determine. The Compensation Committee shall
                  administer the bonus and incentive compensation plans of the
                  Company, and shall have and may exercise, to the extent
                  permitted by law, all such other powers as the Board may
                  delegate to them in the resolutions appointing them. The
                  Compensation Committee may determine its manner of acting and
                  fix the time and place of its meetings, unless the Board shall
                  otherwise provide. A majority of the members of the
                  Compensation Committee shall constitute a quorum for the
                  transaction of business by the committee and the act of a
                  majority of the members of the committee present at a meeting
                  at which a quorum shall be present shall be the act of the
                  committee.

         22.      Nominating and Corporate Governance Committee. The Board may,
                  by resolution adopted by the affirmative vote of a majority of
                  the authorized number of directors, designate a Nominating and
                  Corporate Governance Committee of the Board, which shall
                  consist of such number of non-employee Directors as the Board
                  may determine. The Nominating and Corporate Governance
                  Committee will consider and recommend criteria for the
                  selection of nominees for election of directors, and shall
                  have and may exercise, to the extent permitted by law, all
                  such other powers as the Board may delegate to them in the
                  resolutions appointing them. The Nominating and Corporate
                  Governance Committee may determine its manner of acting and
                  fix the time and place of its meetings, unless the Board shall
                  otherwise provide. A majority of the members of the Nominating
                  and Corporate

                                       8
<PAGE>

                  Governance Committee shall constitute a quorum for the
                  transaction of business by the committee and the act of a
                  majority of the members of the committee present at a meeting
                  at which a quorum shall be present shall be the act of the
                  committee.

         23.      Ethics and Compliance Committee; Other Committees. The Board
                  may, by resolution adopted by the affirmative vote of a
                  majority of the authorized number of directors, designate
                  members of the Board to constitute an Ethics and Compliance
                  Committee and such other committees of the Board as the Board
                  may determine. Such committees shall in each case consist of
                  such number of directors as the Board may determine, and shall
                  have and may exercise, to the extent permitted by law, such
                  powers as the Board may delegate to them in the respective
                  resolutions appointing them. Each such committee may determine
                  its manner of acting and fix the time and place of its
                  meetings, unless the Board shall otherwise provide. A majority
                  of the members of any such committee shall constitute a quorum
                  for the transaction of business by the committee and the act
                  of a majority of the members of such committee present at a
                  meeting at which a quorum shall be present shall be the act of
                  the committee.

         24.      Compensation. The Board may establish the compensation for,
                  and reimbursement of the expenses of, Directors for membership
                  on the Board and on committees of the Board, attendance at
                  meetings of the Board or committees of the Board, and for
                  other services by Directors to the Company or any of its
                  majority-owned subsidiaries.

         25.      Rules. The Board may adopt rules and regulations for the
                  conduct of meetings and the oversight of the management of the
                  affairs of the Company.

                                    NOTICES

         26.      Generally. Except as otherwise provided by law, these By-Laws
                  or the Certificate of Incorporation, whenever by law or under
                  the provisions of the Certificate of Incorporation or these
                  By-Laws notice is required to be given to any Director or
                  stockholder, it will not be construed to require personal
                  notice, but such notice may be given in writing, by mail,
                  addressed to such Director or stockholder, at the address of
                  such Director or stockholder as it appears on the records of
                  the Company, with postage thereon prepaid, and such notice
                  will be deemed to be given at the time when the same is
                  deposited in the United States mail. Notice to Directors may
                  also be given by telephone, telegram, telex, facsimile,
                  electronic mail or similar medium of communication or as
                  otherwise may be permitted by these By-Laws.

         27.      Waivers. Whenever any notice is required to be given by law or
                  under the provisions of the Certificate of Incorporation or
                  these By-Laws, a waiver thereof in writing, signed by the
                  person or persons entitled to such notice, whether before or
                  after the time of the event for which notice is to be given,
                  will be deemed equivalent to such notice. Attendance of a
                  person at a meeting will constitute a

                                       9
<PAGE>

                  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.

                                    OFFICERS

         28.      Generally. The officers of the Company will be elected by the
                  Board and will consist of a Chairman, a Chief Executive
                  Officer, a President, a Chief Financial Officer, a Secretary
                  and a Treasurer. The Board of Directors may also choose any or
                  all of the following: one or more Vice Chairmen, one or more
                  Assistants to the Chairman, one or more Vice Presidents (who
                  may be given particular designations with respect to
                  authority, function or seniority), one or more Assistant
                  Secretaries, one or more Assistant Treasurers, a Controller
                  and such other officers as the Board may from time to time
                  determine. Notwithstanding the foregoing, by specific action
                  the Board may authorize the Chairman to appoint any person to
                  any office other than Chairman, Chief Executive Officer,
                  President, Chief Financial Officer, Secretary or Treasurer.
                  Any number of offices may be held by the same person. Any of
                  the offices may be left vacant from time to time as the Board
                  may determine. In the case of the absence or disability of any
                  officer of the Company or for any other reason deemed
                  sufficient by a majority of the Board, the Board may delegate
                  the absent or disabled officer's powers or duties to any other
                  officer or to any Director.

         29.      Compensation. The compensation of all officers and agents of
                  the Company who are also Directors of the Company will be
                  fixed by the Board or by a committee of the Board. The Board
                  may fix, or delegate the power to fix, the compensation of
                  other officers and agents of the Company to an officer of the
                  Company.

         30.      Succession. The officers of the Company will hold office until
                  their successors are elected and qualified. Any officer may be
                  removed at any time by the affirmative vote of a majority of
                  the Board. Any vacancy occurring in any office of the Company
                  may be filled by the Board or by the Chairman as provided in
                  By-Law 28.

         31.      Chairman of the Board. The Chairman shall preside at all
                  meetings of the stockholders and of the Board and shall have
                  such other powers and perform such other duties as may be
                  prescribed to him or her by the Board or provided in these
                  By-Laws.

         32.      Chief Executive Officer. The Chief Executive Officer shall
                  have the powers and perform the duties incident to that
                  position. Subject to the powers of the Board, the Chief
                  Executive Officer shall be in the general and active charge of
                  the entire business and affairs of the Company, and shall be
                  its chief policy making officer. The Chief Executive Officer
                  shall have such other powers and perform such other duties as
                  may be prescribed by the Board or provided in these By-Laws.

                                       10
<PAGE>

         33.      The President. The President of the Company shall, subject to
                  the powers of the Board and the Chairman, and if the President
                  is not also the Chief Executive Officer, the Chief Executive
                  Officer, have general charge of the business, affairs and
                  property of the Company, and control over its officers, agents
                  and employees. The President shall see that all orders and
                  resolutions of the Board are carried into effect. The
                  President shall have such other powers and perform such other
                  duties as may be prescribed by the Board, and if the President
                  is not also the Chief Executive Officer, the Chairman and
                  Chief Executive Officer, or as may be provided in these
                  By-Laws.

         34.      Vice Presidents. The Vice President, or if there shall be more
                  than one, the Vice Presidents in the order determined by the
                  Board or the Chairman, shall, in the absence or disability of
                  the President, act with all of the powers and be subject to
                  all the restrictions of the President. The Vice Presidents
                  shall also perform such other duties and have such other
                  powers as the Board, the Chairman, the Chief Executive
                  Officer, the President or these By-Laws may, from time to
                  time, prescribe. The Vice Presidents may also be designated as
                  Executive Vice Presidents, Senior Vice Presidents or Regional
                  Vice Presidents, as the Board may from time to time prescribe.

         35.      The Chief Financial Officer. The Chief Financial Officer shall
                  have the custody of the corporate funds and securities; shall
                  keep full and accurate all books and accounts of the Company
                  as shall be necessary or desirable in accordance with
                  applicable law or generally accepted accounting principles;
                  shall deposit all monies and other valuable effects in the
                  name and to the credit of the Company as may be ordered by the
                  Chairman or the Board; shall cause the funds of the Company to
                  be disbursed when such disbursements have been duly
                  authorized, taking proper vouchers for such disbursements; and
                  shall render to the Board, at its regular meeting or when the
                  Board so requires, an account of the Company; shall have such
                  powers and perform such duties as the Board, the Chairman, the
                  Chief Executive Officer, the President or these By-Laws may,
                  from time to time, prescribe.

         36.      The Secretary and Assistant Secretaries. Under the Chairman's
                  supervision, the Secretary shall give, or cause to be given,
                  all notices required to be given by these By-Laws or by law;
                  shall have such powers and perform such duties as the Board,
                  the Chairman, the Chief Executive Officer, the President or
                  these By-Laws may, from time to time, prescribe; and shall
                  have custody of the corporate seal, if any, of the Company.
                  The Secretary, or an assistant secretary, shall have authority
                  to affix the corporate seal to any instrument requiring it and
                  when so affixed, it may be attested by his or her signature or
                  by the signature of such assistant secretary. The Board may
                  give general authority to any other officer to affix the seal
                  of the Company and to attest the affixing by his or her
                  signature. The Assistant Secretary, or if there be more than
                  one, any of the Assistant Secretaries, shall in the absence or
                  disability of the Secretary, perform the duties and exercise
                  the powers of the Secretary and shall perform such other
                  duties and have such other

                                       11
<PAGE>

                  powers as the Board, the Chairman, the Chief Executive
                  Officer, the President, or Secretary may, from time to time,
                  prescribe.

         37.      The Treasurer and Assistant Treasurers. The Treasurer shall
                  perform such duties and exercise such powers as may be
                  assigned by the Chief Financial Officer. In the absence or
                  disability of the Chief Financial Officer, the Treasurer shall
                  perform the duties and exercise the powers of the Chief
                  Financial Officer until such time as the Chief Financial
                  Officer is no longer absent or disabled or a new Chief
                  Financial Officer is appointed. The Assistant Treasurer, or if
                  there be more than one, any of the Assistant Treasurers, shall
                  in the absence or disability of the Treasurer, perform the
                  duties and exercise the powers of the Treasurer and shall
                  perform such other duties and have such other powers as the
                  Board, the Chairman, the Chief Executive Officer, the
                  President, or Treasurer may, from time to time, prescribe.

         38.      Execution of Documents and Action with Respect to Securities
                  of Other Corporations. Each officer of the Company shall have
                  and is hereby given, full power and authority, except as
                  otherwise required by law or directed by the Board, (a) to
                  execute, on behalf of the Company, all duly authorized
                  contracts, agreements, deeds, conveyances or other obligations
                  of the Company, applications, consents, proxies and other
                  powers of attorney, and other documents and instruments, and
                  (b) to vote and otherwise act on behalf of the Company, in
                  person or by proxy, at any meeting of stockholders (or with
                  respect to any action of such stockholders) of any other
                  corporation in which the Company may hold securities and
                  otherwise to exercise any and all rights and powers which the
                  Company may possess by reason of its ownership of securities
                  of such other corporation. In addition, the President may
                  delegate to other officers, employees and agents of the
                  Corporation the power and authority to take any action which
                  the President, as an officer of the Company, is authorized to
                  take under this By-Law 38, with such limitations as the
                  President may specify; such authority so delegated by the
                  President shall not be re-delegated by the person to whom such
                  execution authority has been delegated.

                                     STOCK

         39.      Certificates. Certificates representing shares of stock of the
                  Company will be in such form as is determined by the Board,
                  subject to applicable legal requirements. Each such
                  certificate will be numbered and its issuance recorded in the
                  books of the Company, and such certificate will exhibit the
                  holder's name and the number of shares and will be signed by,
                  or in the name of, the Company by the Chairman or the
                  President and the Secretary or an Assistant Secretary, or the
                  Treasurer or an Assistant Treasurer, and will also be signed
                  by, or bear the facsimile signature of, a duly authorized
                  officer or agent of any properly designated transfer agent of
                  the Company. Any or all of the signatures and the seal of the
                  Company, if any, upon such certificates may be facsimiles,
                  engraved or printed. Such certificates may be issued and
                  delivered notwithstanding that the person whose facsimile
                  signature

                                       12
<PAGE>

                  appears thereon may have ceased to be such officer at the time
                  the certificates are issued and delivered.

         40.      Classes of Stock. The designations, powers, preferences and
                  rights of the various classes of stock or series thereof, and
                  the qualifications, limitations or restrictions thereof, will
                  be set forth in full or summarized on the face or back of the
                  certificates which the Company issues to represent its stock
                  or, in lieu thereof, such certificates will set forth the
                  office of the Company from which the holders of certificates
                  may obtain a copy of such information.

         41.      Lost, Stolen or Destroyed Certificates. The Secretary may
                  direct a new certificate or certificates to be issued in place
                  of any certificate or certificates theretofore issued by the
                  Company alleged to have been lost, stolen or destroyed, upon
                  the making of an affidavit of that fact, satisfactory to the
                  Secretary, by the person claiming the certificate of stock to
                  be lost, stolen or destroyed. As a condition precedent to the
                  issuance of a new certificate or certificates, the Secretary
                  may require the owners of such lost, stolen or destroyed
                  certificate or certificates to give the Company a bond in such
                  sum and with such surety or sureties as the Secretary may
                  direct as indemnity against any claims that may be made
                  against the Company with respect to the certificate alleged to
                  have been lost, stolen or destroyed or the issuance of the new
                  certificate.

         42.      Transfer of Stock. Upon surrender to the Company or the
                  transfer agent of the Company of a certificate for shares,
                  duly endorsed or accompanied by appropriate evidence of
                  succession, assignment or authority to transfer, the Company
                  shall issue a new certificate to the person entitled thereto,
                  cancel the old certificate and record the transaction upon its
                  books. Subject to the provisions of the Certificate of
                  Incorporation and these By-Laws, the Board may prescribe such
                  additional rules and regulations as it may deem appropriate
                  relating to the issue, transfer and registration of shares of
                  the Company.

         43.      Record Dates. (a) 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, the Board may fix
                  a record date, which will not be more than 60 nor less than
                  ten calendar days before the date of such meeting. If no
                  record date is fixed by the Board, the record date for
                  determining stockholders entitled to notice of or to vote at a
                  meeting of stockholders will be at the close of business on
                  the calendar day next preceding the day on which notice is
                  given, or, if notice is waived, at the close of business on
                  the calendar day next preceding the day on which the meeting
                  is held. A determination of stockholders of record entitled to
                  notice of or to vote at a meeting of the stockholders will
                  apply to any adjournment of the meeting; provided, however,
                  that the Board may fix a new record date for the adjourned
                  meeting.

                  (b)      In order that the Company may determine the
                           stockholders entitled to receive payment of any
                           dividend or other distribution or allotment of any
                           rights or the stockholders entitled to exercise any
                           rights in respect of any

                                       13
<PAGE>

                           change, conversion or exchange of stock, or for the
                           purpose of any other lawful action, the Board may fix
                           a record date, which record date will not be more
                           than 60 calendar days prior to such action. If no
                           record date is fixed, the record date for determining
                           stockholders for any such purpose will be at the
                           close of business on the calendar day on which the
                           Board adopts the resolution relating thereto.

                  (c)      The Company will be entitled to treat the person in
                           whose name any share of its stock is registered as
                           the owner thereof for all purposes and will not be
                           bound to recognize any equitable or other claim to,
                           or interest in, such share on the part of any other
                           person, whether or not the Company has notice
                           thereof, except as expressly provided by applicable
                           law.

                                INDEMNIFICATION

         44.      Damages and Expenses. (a) The Company will to the fullest
                  extent permitted by applicable law as then in effect indemnify
                  any person (an "Indemnitee") who is or was involved in any
                  manner (including without limitation as a party or a witness)
                  or is threatened to be made so involved in any threatened,
                  pending or completed investigation, claim, action, suit or
                  proceeding, whether civil, criminal, administrative or
                  investigative (including, without limitation, any action, suit
                  or proceeding by or in the right of the Company to procure a
                  judgment in its favor) (a "Proceeding") by reason of the fact
                  that such person is or was or had agreed to become a Director
                  or officer of the Company, or is or was serving at the request
                  of the Board or an officer of the Company as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, employee benefit plan, trust or
                  other entity, whether for profit or not for profit, or
                  anything done or not done by such person in any such capacity,
                  against all expenses (including attorneys' fees), judgments,
                  fines and amounts paid in settlement actually and reasonably
                  incurred by such person in connection with such Proceeding.
                  Such indemnification will (i) be a contract right, (ii)
                  include the right to receive payment in advance of any
                  expenses incurred by an Indemnitee in connection with a
                  Proceeding, consistent with the provisions of applicable law
                  as then in effect, and (iii) inure to the benefit of the
                  estate, heirs, executors and administrators of any Indemnitee
                  who is or shall become deceased.

                  (b)      The right of indemnification provided in this By-Law
                           44 will not be exclusive of any other rights to which
                           any person seeking indemnification may otherwise be
                           entitled and will be applicable to Proceedings
                           commenced or continuing after the adoption of this
                           By-Law 44, whether arising from acts or omissions
                           occurring before or after such adoption.

         45.      Insurance, Contracts and Funding. The Company may purchase and
                  maintain insurance to protect itself and any Indemnitee
                  against any expenses, judgments, fines and amounts paid in
                  settlement or incurred by any Indemnitee in connection with
                  any Proceeding referred to in By-Law 44 or otherwise, to the
                  fullest extent permitted by applicable law as then in effect.
                  The Company may enter into

                                       14

<PAGE>

           contracts with any person entitled to indemnification under By-Law 44
           or otherwise and may create a trust fund, grant a security interest
           or use other means (including without limitation a letter of credit)
           to ensure the payment of such amounts as may be necessary to effect
           indemnification as provided in By-Law 44.

                                       GENERAL

  46.      Fiscal Year. The fiscal year of the Company will end on August 31st
           of each year or such other date as may be fixed from time to time by
           the Board.

  47.      Seal. The Board may adopt a corporate seal and use the same by
           causing it or a facsimile thereof to be impressed or affixed or
           reproduced or otherwise.

  48.      Reliance Upon Books, Reports and Records. Each Director, each member
           of a committee designated by the Board and each officer of the
           Company will, in the performance of his or her duties, be fully
           protected in relying in good faith upon the records of the Company
           and upon such information, opinions, reports or statements presented
           to the Company by any of the Company's officers or employees or
           committees of the Board, or by any other person or entity as to
           matters the Director, committee member or officer believes are within
           such other person's professional or expert competence and who has
           been selected with reasonable care by or on behalf of the Company.

  49.      Time Periods. In applying any provision of these By-Laws that
           requires that an act be performed or not be performed a specified
           number of days before or after the occurrence of an event or that an
           act be performed or not be performed during a period of a specified
           number of days before or after the occurrence of an event, calendar
           days will be used unless otherwise specified, the day of the
           performance of the act will be excluded and the day of the occurrence
           of the event will be included.

  50.      Amendments. Except as otherwise provided by law, by the Certificate
           of Incorporation or by these By-Laws, these By-Laws or any of them
           may be amended in any respect or repealed at any time, either (i) at
           any meeting of stockholders, provided that any amendment or
           supplement proposed to be acted upon at any such meeting has been
           described or referred to in the notice of such meeting, or (ii) at
           any meeting of the Board, provided that no amendment adopted by the
           Board may vary or conflict with any amendment adopted by the
           stockholders. Notwithstanding the foregoing and anything contained in
           these By-Laws to the contrary, and except as otherwise provided by
           law or the Certificate of Incorporation, By-Laws 1, 3, 8, 10, 11, 12,
           13 and 50 may not be amended or repealed by the stockholders, and no
           provision inconsistent therewith may be adopted by the stockholders,
           without the affirmative vote of the holders of at least 66(beta)% of
           the Voting Stock, voting together as a single class. Notwithstanding
           anything contained in these By-Laws to the contrary, and except as
           otherwise provided by law or the Certificate of Incorporation, the
           affirmative vote of the holders of at least 66(beta)% of the Voting
           Stock, voting together as a single class, is

                                       15

<PAGE>

           required to amend or repeal, or to adopt any provisions inconsistent
           with, this By-Law 50.

  51.      Certain Defined Terms. Terms used herein with initial capital letters
           that are not otherwise defined are used herein as defined in the
           Certificate of Incorporation. Notwithstanding the foregoing
           provisions of By-Laws 8 and 13, a stockholder must comply with all
           applicable requirements of the Exchange Act with respect to the
           matters set forth in those By-Laws. Nothing in By-Laws 8 and 13 will
           be deemed to affect any rights of stockholders to request inclusion
           of proposals in the Company's proxy materials in accordance with Rule
           14a-8 under the Exchange Act.

                                       16