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                                                                     EXHIBIT 3.2

                           COMMUNITY BANCSHARES, INC.

                           AMENDED AND RESTATED BYLAWS

                                    ARTICLE I
                                     OFFICES

         SECTION 1. REGISTERED OFFICE. Community Bancshares, Inc. (the
"Corporation") shall have its registered office in the State of Delaware at The
Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New
Castle, 19801.

         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, both within and without the States of Delaware and Alabama, as the
Board of Directors may from time to time determine or the business of the
Corporation may require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 1. LOCATION. All meetings of stockholders shall be held at the
Corporation's principal office or at such other place either within or without
the States of Delaware and Alabama as shall be designated from time to time by
the Board of Directors (herein sometimes referred to as the "Board") and stated
in the notice of the meeting.

         SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
stockholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

         SECTION 3. NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present and to vote at such meeting, shall be given to each stockholder of
record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before the date of the meeting.

         SECTION 4. SPECIAL MEETINGS. Special meetings of stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation (as may be amended and/or restated from time to
time, the "Certificate of Incorporation"), may be called by the Chairman or the
President, or a majority of the Board of Directors, or upon the written request
of stockholders owning not less than 25% of all shares of capital stock of the
Corporation ("Shares") issued and outstanding and entitled to vote at such
meeting. Such request by the stockholders shall state specifically the purpose
or purposes of the proposed meeting.

         SECTION 5. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, date and hour of the meeting, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present and to vote at such meeting, and the purpose or purposes for which
the meeting is called, shall be given to each stockholder entitled to vote at
such meeting, not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

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         SECTION 6. BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

         SECTION 7. STOCKHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of Shares registered in the name of each stockholder.
Such list shall be available for inspection by any stockholder for any purpose
germane to the meeting for a period of at least ten (10) days prior to the
meeting (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is included with the notice of
the meeting, or (ii) during ordinary business hours at the Corporation's
principal office. The list of stockholders entitled to vote also shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall be
open to the examination by any stockholder during the whole time of the meeting
on a reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of the meeting. The original
stock transfer books shall be the only evidence as to the stockholders entitled
to examine the stockholder list or stock transfer book, or to vote at any
meeting of stockholders.

         SECTION 8. QUORUM. The holders of a majority of the Corporation's
Shares issued and outstanding and entitled to vote at any meeting of the
stockholders, present in person or represented by proxy, shall constitute a
quorum at all such meetings of stockholders for the transaction of business,
except as otherwise provided by the Delaware General Corporation Law, as amended
(the "DGCL"), or the Certificate of Incorporation. If, however, such quorum is
not present or represented at any meeting of the stockholders, then the
stockholders entitled to vote at such meeting, present in person or represented
by proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, then written notice of the adjourned meeting shall be given
to the stockholders entitled to vote at the meeting. Every meeting of the
stockholders may be adjourned from time to time until its business is completed,
and except as provided herein or by applicable law, no notice need be given of
such adjourned meeting.

         SECTION 9. ACTION BY STOCKHOLDERS. When a quorum is present at any
meeting, the vote of the holders of a majority of the Shares having voting power
present in person or represented by proxy shall decide any question brought
before such meeting other than the election of directors, unless the question is
one upon which by express provision of the DGCL, the Certificate of
Incorporation or these Bylaws (as may be amended and/or restated from time to
time, these "Bylaws"), a different vote is required, in which case, such express
provision shall govern and control the decision of such question.

         SECTION 10. VOTING. Each stockholder shall at every meeting of
stockholders be entitled to one vote in person or by proxy for each Share having
voting power held by such stockholder, except as may otherwise be provided in
the Certificate of Incorporation or any Certificate of Designation there under.
All elections of directors shall be by written ballot; provided, however, that,
if authorized by the Board, such requirement shall be satisfied by a ballot
submitted by electronic transmission; and, provided, further, that any such
electronic transmission must either set forth or be accompanied by information
from which it can be determined that the electronic transmission was authorized
by the stockholder or proxyholder.

         SECTION 11. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders, or to express consent or dissent to any corporate action in
writing without a meeting, may authorize another person or persons to act for
such stockholder by proxy, but no such proxy shall be voted or acted upon after
three years from its date unless the proxy provides for a longer period. A
stockholder may authorize another person or persons to act for such

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stockholder as proxy by any appropriate means, including, without limitation,
those means provided by Section 212(c) of the DGCL. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
entered pursuant to Section 212(c) of the DGCL may be substituted or used in
lieu of the original writing or transmission for any and all persons for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

         A duly executed proxy shall be irrevocable if it states that it is
irrevocable, and if and only so long as it is coupled with an interest
sufficient in law to support an irrevocable power. The proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the Shares or an interest in the Corporation, generally.

         SECTION 12. EFFECT OF ATTENDANCE AT MEETINGS. Attendance by a person of
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

         SECTION 13. ACTION WITHOUT A STOCKHOLDERS' MEETING. To the extent
permitted by the Certificate of Incorporation and the DGCL, any action which is
required to be taken or may be taken at any annual or special meeting of
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed and consented to by all of the holders of outstanding Shares
entitled to vote on such matters. Any such consent shall be delivered to the
Corporation at its registered office in the State of Delaware, its principal
place of business, or to an officer or agent of the Corporation having custody
of the minutes of the proceedings of the stockholders. Any delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. In the event that the action which is consented
to as such as would have required the filing of a certificate under any other
section of the DGCL, if such action had been voted on by the stockholders or
members of the meeting, the certificate filed under such other section shall
state, in lieu of any statement required by such other section asserting any
vote of stockholders, that written consent has been given in accordance with
Section 228 of the DGCL.

         SECTION 14. FORM OF WRITTEN CONSENT. Every written consent by a
stockholder or stockholders shall bear the date of signature of each stockholder
who signs the consent. No written consent shall be effective with respect to the
action referred to therein, unless, within sixty (60) days of the earliest date
of consent delivered as required by these Bylaws and the DGCL, written consents
signed by a sufficient number of stockholders to take action are delivered to
the Corporation by delivery as provided in Section 13 of this Article II. A
telegram, cablegram or other electronic transmission consenting to an action to
be taken and transmitted by a stockholder, proxyholder or by any person or
persons authorized to act for any such person shall be deemed to be written,
signed and dated as of the date of such transmission for the purpose of this
section if consistent with Section 228(d) of the DGCL. In addition, any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original for any and all purposes for which
the original writing may be used, provided that such copy, facsimile or other
reproduction shall be a complete reproduction of the entire original writing.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 1. GENERAL, POWERS, NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors. The number of directors of the Corporation shall be fixed from time
to time by resolution adopted by the affirmative vote of a majority of the whole
Board of Directors; provided, however, that, the number of directors shall be no
less than nine (9) and no more than eighteen (18). Directors shall be elected at
each annual meeting of the stockholders, and each director shall hold office
until the annual meeting for the year in which his of her term expires and,
unless he or she dies, resigns or is removed, until his or her successor is
elected and qualified.

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         SECTION 2. CLASSIFICATION; VACANCIES. The directors shall be divided
into three Classes, designated Class I, Class II and Class III, as nearly equal
in number as the then total number of directors constituting the whole Board
shall permit, with the term of office of one Class expiring each year. Any
vacancies on the Board, and newly created directorships, shall be filled by the
affirmative vote of a majority of the remaining directors, or by a sole
remaining director, even though such remaining directors constitute less than a
quorum of the Board. Any director chosen to fill a vacancy in a Class shall
serve a term that coincides with the remaining term of that Class, but in no
case shall a decrease in the number of directors shorten the term of any
incumbent director. If there are no directors in office, then any officer or any
stockholder of the Corporation, or an executor, administrator, trustee or
guardian of a stockholder, or any other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, or any other person
specified in Section 223(a) of the DGCL, may give notice calling a special
stockholders' meeting or apply to the Delaware Court of Chancery for a decree
summarily ordering an election of directors as provided under the DGCL.

         SECTION 3. LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at such times as the Board may determine at the
Corporation's principal office unless otherwise specified in the notice thereof,
in which event the meeting shall be held where specified in the notice, either
within or without the States of Delaware and Alabama.

         SECTION 4. ORGANIZATIONAL MEETINGS. The first meeting of each
newly-elected Board shall be held on the day and time specified by the
Corporation's Board. No notice of such meeting shall be necessary to the
newly-elected directors in order to legally constitute the meeting; provided,
that a quorum is present.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman or President on twenty four (24) hours' personal,
telephonic, telegraphic or facsimile notice to each director, or on three (3)
days' written notice to each director. A number of directors constituting a
majority of the whole Board may call a special meeting; provided, that
appropriate notice is given. Any notice or waiver thereof of a special meeting,
whether personal, telephonic, telegraphic or written, need not include a
statement of the business to be transacted at, nor the purposes of, such special
meeting except as expressly required by statute, the Corporation's Certificate
of Incorporation or these Bylaws. Meetings of any committee of the Board may be
called by the Chairman, the President, or by the chairman of the committee, at
any time upon personal, telephonic, telegraphic or written notice to each member
of such committee, and need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting.

         SECTION 6. MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the
Board, and of any committee thereof, may be held by means of a conference
telephone or other communication equipment by which all persons participating in
the meeting can hear each other simultaneously. Participation by such means
shall constitute presence in person at any such meeting.

         SECTION 7. QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may otherwise
specifically be provided by statute, the Certificate of Incorporation or these
Bylaws. If a quorum is not present at any meeting of the Board, then the
directors present may adjourn the meeting from time to time, without notice
other than an announcement at the meeting, until a quorum shall be present.

         SECTION 8. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, if a consent setting forth the action taken is signed
by all of the members of the Board or committee, or assented to by electronic
transmission, as the case may be, and such consent or consents, whether in the
form of writings or electronic transmissions, are filed with the minutes of
proceedings of the Board or of such committee. Such filings shall be in paper
form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form. Such

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consents shall have the same effect as a unanimous vote of the Board.

         SECTION 9. COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee who may
replace any absent or disqualified member at any committee meeting. The
Corporation shall at all times have an Audit Committee, a Nominating Committee,
a Compensation Committee, an Executive Committee, or differently named, but
similarly functioning committees, and such other committees as the Board may
establish from time to time. The members of such committees shall have such
qualifications and characteristics as then required by law, by the Board of
Directors and by the committee's charter, if any. The committees may adopt
written charters approved by the Board, or where authorized by the Board or
required by law, such committees shall adopt and maintain their own written
charters. All committee charters shall contain the provisions then required by
law or regulation, including requirements of any of the Corporation's and its
subsidiaries' primary federal regulators, securities regulators or any
securities exchange or market then applicable to the Corporation. Any such
committee, to the extent provided in the resolution or resolutions of the Board
and to the extent permitted by the DGCL, the Certificate of Incorporation and/or
these Bylaws, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation during
intervals between meetings of the Board, and may authorize the seal of the
Corporation, if any, to be affixed to all papers which may require it, except to
the extent otherwise prohibited under the DGCL. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board.

         Pursuant to a resolution of the whole Board, the Corporation has
expressly elected to be governed by of Section 141(c)(2) of the DGCL.

         SECTION 10. COMMITTEE MINUTES AND REPORTS. Each committee shall keep
and permanently maintain regular minutes of its meetings and report the same to
the Board whenever required or requested.

         SECTION 11. COMPENSATION. The Board shall have the authority to fix the
amount, nature and timing of the compensation of directors. The directors may be
paid a fixed sum for attendance at each meeting of the Board and/or a stated
salary or retainer. Members of committees also may be compensated for such
service in any manner approved by the Board.

         SECTION 12. TRANSACTIONS WITH INTERESTED PERSONS, ETC. Insofar as not
prohibited by applicable law, no contract or other transaction between the
Corporation and one or more of its directors or any other corporation,
partnership, association or other organization in which one or more of its
directors or officers are directors, officers or similar officials, or have a
financial interest, shall be either void or voidable solely because of such
relationship or interest, or solely because such director or directors are
present at or participate in the meeting of the Board or a committee thereof
which authorizes, approves or ratifies such contract or transaction, or solely
because his or their votes are counted for such purpose, if the contract or
transaction is fair and reasonable to the Corporation, and if either:

                  (a)      The material facts as to such relationship or
         interest and as to the contract or transaction are disclosed or are
         known to the Board or appropriate committee which, in good faith,
         authorizes, approves or ratifies the contract or transaction by the
         affirmative vote or consent of a majority of the disinterested
         directors even though the disinterested directors are less than a
         quorum; or

                  (b)      The material facts as to such relationship or
         interest and as to such contract or transaction are disclosed or are
         known to the stockholders entitled to vote thereon, and the contract or
         transaction is specifically approved in good faith by vote or written
         consent of the stockholders; or

                  (c)      The contract or transaction is fair as to the
         Corporation as of the time it is authorized, approved or ratified by
         the Board or a committee thereof or by the stockholders. Common or
         interested

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         directors may be counted in determining the presence of a quorum at a
         meeting of the Board or of a committee that authorizes the contract or
         transaction.

         SECTION 13. REMOVAL OF DIRECTORS. To the extent permitted by the
Certificate of Incorporation and the provisions of the DGCL, any director or the
entire Board may be removed from office, with or without cause, by the holders
of a majority of the Shares then entitled to vote at an election of directors.

         SECTION 14. NOMINATIONS FOR DIRECTOR. Nominations for election to the
Board of Directors will be made by the Board of Directors, in consultation with
and based upon the recommendations of the Nominating Committee. Candidates for
nomination may be recommended by any stockholder who has continuously held for
at least one year prior to the date the candidate recommendation is submitted at
least $2,000 in market value, or 1%, of the Corporation's Shares entitled to
vote for the election of directors. The Nominating Committee will evaluate the
qualifications of and give appropriate consideration to those candidates
recommended by stockholders. Stockholder nominee candidate recommendations shall
be made in writing to the Secretary of the Corporation and shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than one hundred twenty (120) days and not more than one hundred eighty
(180) days prior to the date of the Corporation's notice of annual meeting
provided with respect to the previous year's annual meeting; provided, however,
that if no annual meeting was held in the previous year or if the date of the
annual meeting has been changed by more than thirty (30) calendar days from the
date of the previous year's annual meeting, then such notice by the stockholder,
to be timely, must be received no later than the close of business on the tenth
(10th) day following the date on which the notice of the date of the annual
meeting is given to stockholders or made public, whichever first occurs. Such
notification by a stockholder shall contain the following information to the
extent known to the notifying stockholder: (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director at the
annual meeting, (i) the name, age, business address and resident address of the
proposed nominee, (ii) the principal occupation or employment of the proposed
nominee, (iii) the class and number of Shares of capital stock of the
Corporation that are beneficially owned by the proposed nominee, and (iv) any
other information relating to the proposed nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Schedule 14A of Regulation 14A promulgated under Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and a fully completed
Federal Reserve Form FR 2081 (or any successor thereto) and fingerprint card
together with such information as the regulators of the Corporation and its
subsidiaries may require or request; and (b) as to the stockholder giving the
notice of nominees for election at the annual meeting, (i) the name and record
address of the stockholder, and (ii) the class and number of Shares of capital
stock of the Corporation that are beneficially owned by the stockholder. The
Corporation may require any proposed nominee for election at an annual or
special meeting of stockholders to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein. The Chairman of the meeting
shall, if the facts warrant, determine and declare in the meeting that a
nomination was not made in accordance with the requirements of the Certificate
of Incorporation and this Section 14, and if he should so determine, then he
shall so declare to the meeting and the defective nomination shall be
disregarded.

         SECTION 15. STOCKHOLDER PROPOSALS.

                  (a)      At an annual meeting of the stockholders, only such
         business shall be conducted as shall have been properly brought before
         the meeting. To be properly brought before an annual meeting, business
         must be (i) specified in the notice of meeting (or any supplement
         thereto) given by or at the direction of the Board of Directors, (ii)
         otherwise properly brought before the meeting by or at the direction of
         the Board of Directors, or (iii) otherwise properly brought before the
         meeting by a stockholder in accordance with this Section 15.

                  (b)      For business to be properly brought before an annual
         meeting by a stockholder, the Corporation must have received timely
         notice thereof in writing from such stockholder. To be timely, a

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         stockholder's notice must be received by the Secretary of the
         Corporation as of the date set forth in the Corporation's proxy
         statement relating to the annual meeting for the preceding year;
         provided, however, that if no such date is stated, then such date shall
         be one hundred twenty (120) calendar days in advance of the date (with
         respect to the forthcoming annual meeting) that the Corporation's proxy
         statement was released to its stockholders in connection with the
         previous year's annual meeting of security holders; and provided,
         further, that if no annual meeting was held in the previous year or the
         date of the annual meeting has been changed by more than thirty (30)
         calendar days from the date contemplated at the time of the previous
         year's proxy statement, a proposal shall be received by the Corporation
         no later than the close of business on the tenth (10th) day following
         the date on which notice of the date of the annual meeting is given to
         the stockholders or made public, whichever first occurs.

                  (c)      Such notification shall contain the following
         information as to each matter the stockholder proposes to bring before
         the 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 address, as they
         appear on the Corporation's books, of the stockholder proposing such
         business; (iii) the class and number of Shares of the Corporation that
         are beneficially owned, as such term is defined in SEC Rule 13d-3
         ("Rule 13d-3") promulgated under the Exchange Act, by the stockholder;
         (iv) any substantial interest of the stockholder in such business; and
         (v) any other information required pursuant to the rules and
         regulations promulgated under the Exchange Act relating to the
         stockholder proposals. For purposes of clause (iv) above, a
         "substantial interest of the stockholder in such business" shall be
         deemed to occur if such interest were reportable (assuming that the
         stockholder's business was in fact brought before the annual meeting)
         pursuant to Item 5 of Schedule 14A (Rule 14-a-101) promulgated under
         the Exchange Act.

                  (d)      Notwithstanding anything in these Bylaws to the
         contrary, no business shall be conducted at any annual meeting except
         in accordance with the procedures set forth in this Section 15.

         SECTION 16. INSPECTORS OF ELECTION. Prior to each meeting of
stockholders, the Board of Directors or the President shall appoint one or more
Inspectors of Election. Upon his appointment, each such Inspector shall take and
sign an oath to faithfully execute the duties of Inspector at such meeting with
strict impartiality and to the best of his ability. Such Inspectors shall
determine the number of Shares outstanding, the number of Shares present at the
meeting and whether a quorum is present at such meeting. The Inspectors shall
receive votes and ballots and shall determine all challenges and questions as to
the right to vote and shall thereafter count and tabulate all votes and ballots
and determine the result. Such Inspectors shall do such further acts as are
proper to conduct the elections of directors and the vote on other matters with
fairness to all stockholders. The Inspectors shall make a certificate of the
results of the elections of directors and the vote on other matters. No
Inspector shall be a candidate for election as a director of the Corporation.

                                   ARTICLE IV
                                     NOTICES

         SECTION 1. MANNER OF GIVING NOTICE. Except as otherwise required by
law, the Certificate of Incorporation or these Bylaws, whenever notice is
required to be given to any director or stockholder, such notice requirement can
be satisfied by giving written notice by mail, postage prepaid, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, and such notice shall 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 in person, or by telegram, facsimile, telephone, or if consented to in
advance by a director, by electronic mail (e-mail).

         SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation, a written waiver or a
waiver by electronic communication may be given by the person or

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persons entitled to said notice, or in the case of a stockholder by his attorney
thereunto duly authorized, whether such waiver is given before or after the
meeting, or other matter in respect of which such notice is to be given, and in
such event such notice, and any action to be taken after such notice, or after
the lapse of a prescribed period of time, may be taken without such notice and
without the lapse of any period of time.

                                    ARTICLE V
                                    OFFICERS

         SECTION 1. OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President, a Treasurer, and a Secretary. The Board may also elect a
Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual meeting to serve for a term of one year and, unless they
die, resign or are removed, until their respective successors are elected and
qualified. If the officers or any of them for any reason should not be elected
at the regular annual meeting of the Board, they may be elected at any other
time by the Board. Any person may hold two or more of the offices in the
Corporation, except that the offices of President and Secretary shall not be
held by the same person. The Board may, in its discretion, designate one or more
of the Vice Presidents as Executive Vice Presidents or Senior Vice Presidents.

         SECTION 2. DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board, if one is elected and serving, shall preside at all stockholders' and
Board meetings. He shall have authority to execute bonds, mortgages and other
contracts requiring a seal under the seal of the Corporation. He shall have the
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates or other evidences of Shares of stock, bonds,
or other interests, securities and instruments issued by or on behalf of other
corporations, associations, trusts or other entities, whether public or private,
or by any government or any agency or authority thereof (collectively,
"Securities and Rights"), and owned or held by the Corporation, and to make,
execute and deliver all instruments, or assignments of transfer, of any
Securities and Rights. He shall have general and acting supervision over the
business and affairs of the Corporation, subject to the direction of the Board
of Directors. He may, with the approval of the Board, or shall, at the Board's
direction, delegate any or all of such duties to the President.

         SECTION 3. DUTIES OF THE PRESIDENT. The President shall be responsible
to the Board and shall see that all orders and resolutions of the Board are
carried into effect. He shall, under the direction of the Board, have general
supervision and direction of the Corporation's other officers, employees and
agents and shall see that their duties, as assigned by the Board or the
President, are properly performed. He shall designate and assign the duties of
the officers under his supervision, with the approval of the Board or at their
direction.

         The President shall have authority to execute bonds, mortgages and
other contracts and instruments requiring a seal under the seal of the
Corporation. He shall have power to endorse, when sold, assigned, transferred or
otherwise disposed of by the Corporation, all certificates or evidences of
Securities and Rights owned or held by the Corporation and to make, execute and
deliver all instruments, assignments or transfers of any Securities and Rights.

         The President shall have general authority over the Corporation's
business, and if the office of Chairman of the Board is vacant, shall perform
the duties and have all powers of the Chairman of the Board, and shall have such
other powers and perform such other duties as the Board may from time to time
prescribe.

         SECTION 4. VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, and
within each class in order of the seniority of the respective members or as
designated by resolution of the Board) shall, in the absence or disability of
the Chairman and President, perform the duties, exercise the powers and have the
responsibilities of such officers, and shall perform such other duties, exercise
such other powers and have the responsibilities as the Board or the President
may prescribe.

                                       8
<PAGE>

         SECTION 5. TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds, securities and financial records of the Corporation; shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected or authorized to be selected by the Board;
shall render or cause to be rendered a statement of the condition of the
finances of the Corporation at all regular meetings of the Board, and a full
financial report at the annual meeting of stockholders, if called upon so to do;
shall receive and give receipts for moneys due and payable to the Corporation
from any source whatsoever; and, in general, shall perform or cause to be
performed all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Board or the
President.

         SECTION 6. ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the President, the
Treasurer or the Board. At the request of the Treasurer, or in case of his
absence or inability to act, any Assistant Treasurer may act in his place.

         SECTION 7. SECRETARY. The Secretary shall have such powers and perform
such duties as are incident to the Office of Secretary of a Corporation, or as
are assigned to him by the President or the Board of Directors, including the
following:

                  (1)      He shall keep the resolutions, forms of written
         consent, minutes of the meetings of the Board of Directors and of the
         stockholders, and other official records of the Corporation in
         appropriate books as permanent records of the Corporation.

                  (2)      He shall give and serve all notices of the
         Corporation to stockholders and to the Board of Directors, and shall
         receive and record all waivers of such notices duly received therefrom.

                  (3)      He shall be custodian of the Corporation's records
         and corporate seal, and shall have the authority to affix the seal to
         any documents or instruments.

                  (4)      He shall keep or cause to be kept by the
         Corporation's stock transfer agent and registrar, the stock and
         transfer books in the manner prescribed by law, so as to show at all
         times the amount of capital stock, the manner and the time the same was
         paid in, the names of the owners thereof, alphabetically arranged,
         their respective places of residences, their post office addresses, the
         number of Shares owned by each, and the date on which each person
         became such owner.

                  (5)      He shall present to the Board of Directors all
         communications addressed to him officially by the President or any
         officer or stockholder of the Corporation.

                  (6)      He shall attend to all correspondence and perform all
         the duties incident to the Office of Secretary.

         SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the
President, the Secretary or the Board. At the request of the Secretary, or in
case of his absence or inability to act, any Assistant Secretary may act in his
place.

         SECTION 9. OTHER OFFICERS, EMPLOYEES, AND AGENTS. Each and every other
officer, employee, and agent of the Corporation shall possess and may exercise
such power and authority, and shall perform such duties, as may from time to
time be assigned to him or her by the Board of Directors, the officer appointing
him or her, or such officer or officers who may from time to time be designated
by the Board to exercise supervisory authority; provided that no officer
appointed by another officer shall have any greater duties, powers and
responsibilities than the officer who has made such appointment.

         SECTION 10. COMPENSATION. The salaries of the Corporation's officers
shall be fixed from time to

                                       9
<PAGE>

time by the Corporation's Compensation Committee or by the Board of Directors,
after taking account of any recommendation of the Corporation's Compensation
Committee. The Board of Directors may, from time to time, delegate to any
principal officer or to the Compensation Committee, the power to fix the
salaries of other officers, agents and employees. No officer shall be prevented
from receiving such salary by reason of the fact that he or she is also a
director of the Corporation or a member of any committee contemplated by these
Bylaws.

         SECTION 11. VACANCIES. Vacancies in any office arising from any cause
may be filled by action of the Board.

         SECTION 12. REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time, with or without cause, by a majority vote of the whole Board
of Directors.

         SECTION 13. BONDS. If the Board of Directors by resolution shall so
require, any officer or agent of the Corporation shall give bond to the
Corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their respective
duties and offices.

                                   ARTICLE VI
                  CONTRACTS, LOANS, CHECKS, BANK ACCOUNTS, ETC.

         SECTION 1. CONTRACTS. The Board may authorize any officer or officers
or agent or agents to enter into, execute and deliver any contract or instrument
in the name of, on behalf of and for the benefit of the Corporation. Such
authority may be general or confined to specific instances, and, if the Board so
provides, may be delegated by the person so authorized. Unless so authorized by
the Board or these Bylaws, no officer, employee or agent shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

         SECTION 2. BORROWINGS AND LOANS. No borrowings or loans shall be
contracted on behalf of the Corporation and no evidences of indebtedness or debt
instruments shall be executed in the Corporation's name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances, and may be delegated to a Corporation officer in the
authorizing Board resolutions. No loans or extensions of credit shall be made by
the Corporation to any director or executive officer of the Corporation where
such loans would be prohibited by Section 13(k) of the Exchange Act.

         SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, or agent or
agents, and in such manner as shall from time to time be determined by
resolution of the Board.

         SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation,
or otherwise as the President or any other officer or officers authorized by the
Board shall direct, in such banks, trust companies or other depositories or
agencies as may be selected by the President, the Treasurer or any other officer
or officers or agents or agents to whom power in that respect shall have been
delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by such officer or officers or agent or
agents as shall be determined by the President, the Treasurer or any other
officer or officers designated by the Board.

                                   ARTICLE VII
                                     SHARES

         SECTION 1. CERTIFICATES FOR SHARES. The Board shall determine whether
the Corporation's Shares of each class and series shall be certificated or
uncertificated. Notwithstanding any Board action to adopt Shares that are
uncertificated, every holder of certificated Shares of such series or class, and
upon request, every holder of

                                       10
<PAGE>

uncertificated Shares, shall be entitled to have a certificate, in such form as
the Board shall prescribe, certifying the number and class of Corporation Shares
owned by him. Each such certificate shall be signed in the name of the
Corporation by the Chairman or Vice Chairman of the Board, the President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer, transfer agent or
registrar may be a facsimile. In case any officer, transfer agent or registrar
who has signed, or whose facsimile signature has been placed upon, any such
certificate shall cease to be such officer, transfer agent or registrar before
such certificate shall have been issued by the Corporation, such certificate may
nevertheless be issued by the Corporation with the same effect as if such person
were such officer, transfer agent or registrar at the date of issue. A record
shall be kept of the respective names of the persons, corporations or entities
owning the Shares represented by certificates, and the respective dates when
their Shares were issued, and, in case of cancellation, the respective dates of
cancellation. No certificate evidencing Shares shall be in bearer form. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing certificates until such existing certificate shall have been so
cancelled, except in cases otherwise provided for in this Article VII.

         SECTION 2. APPOINTMENT OF TRANSFER AGENTS AND REGISTRARS. The
Corporation may, from time to time, appoint one or more transfer agents and
registrars for the Corporation's Shares and other securities, and such transfer
agents and registrars shall maintain the Corporation's transfer books and
records of all holders.

         SECTION 3. OWNERSHIP AND TRANSFER OF SHARES. The person in whose name
any of the Corporation's Shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation, except as
provided in the Certificate of Incorporation or by applicable law; provided
that, whenever any transfer of Shares shall be made for collateral security and
not absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer, if requested by both the
transferor and transferee. Each transfer of any of the Corporation's Shares
shall be made only (a) on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon, and (b) on the surrender of the certificate or certificates for such
Shares properly endorsed and in good delivery form. The Corporation may
purchase, redeem, receive, take or otherwise acquire, own, sell, lend, exchange,
transfer or otherwise dispose of, pledge, use and otherwise deal in and with its
own Shares, except as otherwise provided by the Certificate of Incorporation or
the DGCL.

         SECTION 4. RESTRICTIONS ON TRANSFER OF SHARES AND OTHER SECURITIES. A
written restriction or restrictions on the transfer or registration of transfer
of Shares or other securities or indebtedness of the Corporation, or on the
amount of the Corporation's Shares or other securities or indebtedness that may
be owned by any "person" or "group," each as defined in Section 13(d)(3) of the
Exchange Act and the Securities and Exchange Commission's Rules and Regulations
thereunder, if placed in the transfer books and records for the Corporation's
Shares or other securities indebtedness, or if permitted by Section 202 of the
DGCL, noted conspicuously on the certificate representing such Shares or other
securities or indebtedness, or contained in a notice or notices sent pursuant to
Section 151(f) of the DGCL, may be enforced against the holder of the restricted
Shares or other securities or indebtedness, or against any successor or
transferee of the holder, including an executor, administrator, trustee,
guardian or other fiduciary entrusted with like responsibility for the person or
estate of the holder. Stop transfer notices may be placed in the Corporation's
stock transfer books with respect to restricted Shares or other securities or
indebtedness. Except where the Shares or other securities or indebtedness are
registered under the Securities Act of 1933 (as amended, the "Securities Act"),
and applicable state and foreign securities acts, or where, in the Corporation's
judgment, transfer restrictions are imposed or required thereunder or otherwise
are appropriate and permitted by the Securities Act and/or the Exchange Act, all
securities, and all evidences of indebtedness which are convertible into, or
exchangeable for, the Corporation's Shares or other securities, shall be
legended substantially as follows:

                                       11
<PAGE>

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE OR OTHER
         JURISDICTION'S SECURITIES OR BLUE SKY LAWS. NO SUCH SECURITIES NOR ANY
         INTEREST THEREIN SHALL BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR
         OTHERWISE TRANSFERRED OR DISPOSED OF ABSENT SUCH REGISTRATION, UNLESS,
         IN THE OPINION OF THE CORPORATION'S COUNSEL, SUCH REGISTRATION IS NOT
         REQUIRED.

This legend is non-exclusive, and is in addition to other restrictions on
transfer or the registration of transfer, or the amount of securities that may
be owned by any person or group that may be imposed.

         SECTION 5. DATE FOR DETERMINING STOCKHOLDERS OF RECORD.

                  (a)      In order that the Corporation may determine the
         stockholders entitled to receive notice of or to vote at any meeting of
         stockholders or any adjournment thereof, or entitled to receive payment
         of any dividend or other distribution or allotment of any rights, or
         entitled to exercise any rights in respect to any change, conversion or
         exchange of Shares or for the purpose of any other lawful action, the
         Board may fix, in advance, a record date, which record date shall not
         precede the date upon which the resolution fixing the record date is
         adopted by the Board, and which date shall not be more than sixty (60)
         nor less than ten (10) days before the date of such meeting. If no
         record date is fixed by the Board, then the record date shall be at the
         close of business on the day next preceding the day on which notice is
         given, or, if notice is waived, at the close of business on the day
         next preceding the day on which the meeting is held. A determination of
         stockholders of record entitled to receive notice of or to vote at a
         meeting of stockholders shall apply to any adjournment of such meeting;
         provided, however, that the Board may fix a new record date for the
         adjourned meeting.

                  (b)      If no record date has been fixed by the Board, then
         the record date for determining stockholders entitled to consent to
         corporate action in writing without a meeting, when no prior action by
         the Board is required under the DGCL, shall be the first date on which
         a signed written consent setting forth the action taken or proposed to
         be taken is delivered.

         SECTION 6. LOST, STOLEN AND DESTROYED CERTIFICATES. Upon the
Corporation's receipt of notice from the holder of any of the Corporation's
Shares or other securities of any loss, theft or destruction of the
certificate(s) therefor, the Board may, in its sole discretion, and after the
expiration of such period of time as it may determine to be advisable, cause to
be issued to such holder a new certificate or certificates or uncertificated
Shares or securities in replacement Shares or other securities, upon the
surrender of the mutilated certificate, or in case of loss or destruction of the
certificate, upon proof satisfactory to the Board of such loss, theft or
destruction, and the Board or its delegee may, in its discretion, require the
owner of the lost, destroyed or mutilated certificate, or his legal
representatives, to give the Corporation a bond, in such sum and with such
surety or sureties as it may direct, or to indemnify the Corporation against any
claim that may be made against the Corporation on account of the alleged loss,
theft or destruction of any such certificate or on account of the issuance of
such new certificate or uncertificated Shares or securities in replacement of
the allegedly lost, stolen or destroyed certificates.

         SECTION 7. EXAMINATION OF BOOKS BY STOCKHOLDERS OR BONDHOLDERS. The
Board shall, subject to any applicable statutes, have the power to determine,
from time to time, whether and to what extent and at what times and places and
under what conditions and regulations, the Corporation's Shares ledger, a list
of its stockholders and the books and records of the Corporation, or any of
them, shall be open to the inspection of the Corporation's stockholders of
record. No stockholder shall have any right to inspect any of the Corporation's
Shares ledger, a list of its stockholders, or its books and records, except as
conferred by any applicable statute, unless and until authorized so to do by
resolution of the Corporation's Board.

                                       12
<PAGE>

                                  ARTICLE VIII
                                 INDEMNIFICATION

         SECTION 1. INDEMNIFICATION IN ACTIONS OTHER THAN THOSE BY OR IN THE
RIGHT OF THE CORPORATION. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any director of the Corporation or any officer
elected by the Board of Directors (and may indemnify any other officer or any
employee or agent of the Corporation) who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer, employee, trustee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit, or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. Subject to Section 3 of this Article VIII, the Corporation shall
indemnify any director of the Corporation or any officer elected by the Board of
Directors (and may indemnify any other officer or any employee or agent of the
Corporation) who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact he is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise against amounts paid in settlement of such action or suit or
expenses (including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; provided, however, that no indemnification
shall be made in respect to any claim, issue, or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses or amounts which
the Court of Chancery or such other court shall deem proper.

         SECTION 3. MANDATORY INDEMNIFICATION OF EXPENSES IN SUCCESSFUL
DEFENSES. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of this Article VIII,
or in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees), actually and reasonably incurred
by him in connection therewith, without the necessity of authorization in the
specific case.

         SECTION 4. AUTHORIZATION FOR INDEMNIFICATION.

                  (a)      Any indemnification under Sections 1 or 2 of this
         Article VIII (unless ordered by a court) shall be made by the
         Corporation only upon a determination in the specific case that
         indemnification of the person seeking indemnification is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in Sections 1 or 2 above, as the case may be. If indemnification
         is determined to be proper, then, in the case of proposed
         indemnification of any person other than a director of the Corporation
         or an officer elected by the Board, such indemnification shall be made
         by the Corporation only as authorized in the specific case. Such
         determination (and determinations under Sections 5 and 6 of this
         Article VIII) or authorization shall be made (i) by the Board of
         Directors by a majority vote of a quorum

                                       13
<PAGE>

         consisting of directors who were not parties to such action, suit or
         proceeding; (ii) if such a quorum is not obtainable, or, even if
         obtainable, a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion; or (iii) by the
         stockholders; provided, however, that if a Change in Control (as
         defined in this Section 4) has occurred and the person seeking
         indemnification so requests, such determination (and determination
         under Sections 5 and 6 of this Article VIII) shall be made in a written
         opinion rendered by Independent Legal Counsel (as defined in this
         Section 4) chosen by the person seeking indemnification and not
         reasonably objected to by the Board of Directors (whose fees and
         expenses shall be paid by the Corporation).

                  (b)      For purposes of this Article VIII, "Independent Legal
         Counsel" shall mean legal counsel other than an attorney, or a firm
         having associated with it an attorney, who has been retained by or who
         has performed services for the Corporation or the person seeking
         indemnification within the previous three years. For purposes of this
         Article VIII, "Change in Control" shall mean a change in control of the
         Corporation of a nature that would be required to be reported in
         response to Schedule 14A of Regulation 14A promulgated under the
         Exchange Act, whether or not the Corporation is then subject to such
         reporting requirement; provided that, without limitation, such a change
         in control shall be deemed to have occurred if (i) any "person" (as
         such term is used in sections 13(d) and 14(d) of the Exchange Act) is
         or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of Shares representing 35% or
         more of the Corporation's common stock, par value $.10 per share, then
         outstanding without the prior approval of a majority of the members of
         the Board of Directors in office immediately prior to such acquisition;
         (ii) the Corporation is a party to a merger, consolidation, sale of
         assets or other reorganization, or proxy contest, as a consequence of
         which members of the Board of Directors in office immediately prior to
         such transaction or event constitute less than a majority of the Board
         of Directors thereafter; or (iii) during any period of two consecutive
         years, individuals who at the beginning of such period constituted the
         Board of Directors (including for this purpose any new director whose
         election or nomination for election by the Corporation's stockholders
         was approved by a vote of at least two-thirds of the directors then
         still in office who were directors at the beginning of the period)
         cease for any reason to constitute at least a majority of the Board of
         Directors.

                  (c)      For purposes of any determination under Section 4(a)
         of this Section, a person shall be deemed to have acted in good faith
         and in a manner he reasonably believed to be in or not opposed to the
         best interests of the Corporation, or, with respect to any criminal
         action or proceeding, to have had no reasonable cause to believe his
         conduct was unlawful, if such person relied on the records or books of
         account of the Corporation or other enterprise, or on information
         supplied to him by the officers of the Corporation or other enterprise,
         or on information or records given or reports made to the Corporation
         or other enterprise by an independent certified public accountant or by
         an appraiser or other expert selected with reasonable care by the
         Corporation or other enterprise. The provisions of this Section 4(c)
         shall not be deemed to be exclusive or to limit in any way the
         circumstances in which a person may be deemed to have met the
         applicable standard of conduct set forth in Sections 1 or 2 of this
         Article VIII, as the case may be.

         SECTION 5. RIGHT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON
APPLICATION. Except as otherwise provided in the proviso to Section 2 of this
Article VIII:

                  (a)      Any indemnification under Sections 1 or 2 of this
         Article VIII shall be made for each director or officer elected by the
         Board of Directors, and if authorized, by the Board of Directors in the
         specific case for any other officer, employee or agent of the
         Corporation, no later than forty five (45) days after receipt by the
         Corporation of the written request of the director, officer, employee
         or agent unless a determination is made within said 45-day period in
         accordance with Section 4 of this Article VIII that such person has not
         met the applicable standard of conduct set forth in Section 1 or 2 of
         this Article VIII.

                  (b)      The right to indemnification under Section 1, 2 or 4
         of this Article VIII or advances of expenses under Section 6 of this
         Article VIII shall be enforceable by the director, officer, employee or
         agent

                                       14
<PAGE>

         in any court of competent jurisdiction to the extent such person
         because of his position is entitled to indemnification or where
         indemnification has been authorized in his specific case. Following a
         Change in Control, the burden of proving that indemnification is not
         appropriate shall be on the Corporation both as to authorization, if
         required, and determination as to meeting the applicable standard of
         conduct. Neither the absence of any prior determination that
         indemnification is proper in the circumstances, nor a prior
         determination that indemnification is not proper in the circumstances,
         shall be a defense to the action or create a presumption that the
         director, officer, employee or agent has not met the applicable
         standard of conduct. The expenses (including attorneys' fees and
         expenses) actually and reasonably incurred by the director, officer,
         employee or agent in connection with successfully establishing his
         right to indemnification, in whole or in part, in any such action (or
         in any action or claim brought by him to recover under any insurance
         policy or policies referred to in Section 7 of this Article VIII) shall
         also be indemnified by the Corporation.

                  (c)      If any person is entitled under any provision of this
         Article VIII to indemnification by the Corporation for some or a
         portion of expenses, judgments, fines or amounts paid in settlement
         incurred by him, but not for the total amount thereof, the Corporation
         shall indemnify such person only for the portion of such expenses,
         judgments, fines and amounts to which he is entitled.

         SECTION 6. EXPENSES PAYABLE IN ADVANCE. Expenses (including attorneys'
fees and expenses) actually and reasonably incurred by a director or officer in
defending, investigating, preparing to defend, or being or preparing to be a
witness in, a threatened or pending action, suit, proceeding or claim against
him, whether civil or criminal, shall be paid by the Corporation in advance of
the final disposition of such action, suit, proceeding or claim upon receipt by
the Corporation of a written request therefor and a written undertaking by or on
behalf of the director or officer to repay such amounts if it shall be
determined in accordance with Section 5 of this Article VIII that he is not
entitled to be indemnified by the Corporation; provided, however, that if he
seeks to enforce his rights in a court of competent jurisdiction pursuant to
Section 5(b) of this Article VIII, said undertaking to repay shall not be
applicable or enforceable unless and until there is a final court determination
that he is not entitled to indemnification as to which all rights of appeal have
been exhausted or have expired. Such expenses incurred by other employees or
agents of the Corporation may, at the discretion of the Board of Directors, be
so paid on such terms and conditions, including receipt of the undertaking to
repay as described above, as the Board of Directors deems appropriate.

         SECTION 7. INSURANCE. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, trustee or agent of
another Corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article
VIII. The Corporation shall not be obligated under this Article VIII to make any
payment in connection with any claim made against any person if and to the
extent that such person has actually received payment therefor under any
insurance policy or policies.

         SECTION 8. NON-EXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any provision of these Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action by a
director, officer, employee or agent in his official capacity and as to action
in another capacity while holding such office or position. Except as otherwise
provided in Section 9 of this Article VIII, but notwithstanding any other
provision of this Article VIII, it is the policy of the Corporation that
indemnification of and expense advances to directors and officers of the
Corporation shall be made to the fullest extent permitted by

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<PAGE>

law, and, accordingly, in the event of any change in law, by legislation or
otherwise, permitting greater indemnification of and/or expense advances to any
such person, the provisions of this Article VIII shall be construed so as to
require such greater indemnification and/or expense advances. The provisions of
this Article VIII shall not be deemed to preclude the indemnification of any
person who is not specified in Sections 1 or 2 of this Article VIII but whom the
Corporation has the power to indemnify under the provisions of the DGCL or
otherwise. The provisions of this Article VIII shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

         SECTION 9. CERTAIN PERSONS NOT ENTITLED TO INDEMNIFICATION.
Notwithstanding any other provision of this Article VIII, no person shall be
entitled to indemnification under this Article VIII or to advances under Section
6 of this Article VIII with respect to any action, suit, proceeding or claim
brought or made by him against the Corporation, other than an action, suit,
proceeding or claim seeking, or defending such person's right to,
indemnification and/or expense advances pursuant to this Article VIII or
otherwise.

         SECTION 10. SUCCESSORS; MEANING OF CERTAIN TERMS FOR PURPOSES OF
ARTICLE VIII. This Article VIII shall be binding upon and enforceable against
any direct or indirect successor, by purchase, merger, consolidation or
otherwise, to all or substantially all of the business and/or assets of the
Corporation. For purposes of this Article VIII, but subject to the provisions of
any agreements relating to any merger or consolidation, references to the
"Corporation" shall include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger with the
Corporation which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers and employees so that any
person who is or was a director, officer or employee of such constituent
corporation, or who is or was serving at the request of such constituent
corporation as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this Article VIII with respect to the Corporation as
he would have with respect to such constituent corporation if its separate
existence had continued. For purposes of this Article VIII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; references to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
VIII.

         SECTION 11. SEVERABILITY. In the event that any of the provisions of
this Article VIII (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the fullest extent permitted by law.

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                                   ARTICLE IX
                                  MISCELLANEOUS

         SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors, and unless otherwise
determined, shall end on December 31st of each year.

         SECTION 2. CORPORATE SEAL. The seal of the Corporation shall be in the
form of a circle and shall bear the name of the Corporation and the word
"Delaware" as impressed to the margin hereof.

         SECTION 3. AMENDMENTS. Except as otherwise required by the Certificate
of Incorporation, these Bylaws (including, without limitation, this Article IX)
may be altered, amended or repealed, or new Bylaws may be adopted, by the Board.

         SECTION 4. DEFINITIONS. Terms defined in the Certificate of
Incorporation, and not otherwise defined in these Bylaws, shall have the same
meanings when used in these Bylaws.

         These Amended and Restated Bylaws have been duly adopted and approved
by the Corporation's Board of Directors, and are effective, as of October 23,
2003.

                                        /s/ William H. Caughran
                                        ---------------------------------
                                        Name:  William H. Caughran
                                        Title: Secretary

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