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                              AMENDED AND RESTATED


                                     BYLAWS

                                       OF

                        INRANGE TECHNOLOGIES CORPORATION


                                    ARTICLE I

                                  Stockholders


          SECTION 1.    Annual Meeting. The annual meeting of the stockholders
of the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may be properly brought before the meeting.

          SECTION 2.    Special Meetings. Except as otherwise provided in the
Certificate of Incorporation as amended and restated (the "Certificate of
Incorporation"), a special meeting of the stockholders of the Corporation may be
called at any time by the Board of Directors, or the Chairman of the Board. Any
special meeting of the stockholders shall be held on such date, at such time and
at such place within or without the State of Delaware as the Board of Directors
or the officer calling the meeting may designate. At a special meeting of the
stockholders, no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting. In addition, prior to
the Trigger Date (as defined hereinafter), the Corporation shall call a special
meeting of stockholders of the Corporation promptly upon request of the holders
of a majority of the voting power of the then outstanding shares of Voting
Stock. As used in these Bylaws "Trigger Date" means the date on which SPX and
its affiliates cease to be the beneficial owner of an aggregate of at least a
majority of the voting power of the then outstanding shares of Voting Stock. As
used in these Bylaws, "Voting Stock" means the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

          SECTION 3.    Notice of Meetings. Except as otherwise provided in
these Bylaws or by law, a written notice of each meeting of the stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of the Corporation entitled to vote at
such meeting at his address as it appears on the records of the Corporation. The
notice shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Any
previously scheduled meeting of the stockholders may be postponed, and any
special meeting of the stockholders may be canceled, by resolution of the Board
of Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.

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          SECTION 4.    Quorum. At any meeting of the stockholders, the holders
of thirty-three and one third percent of the total outstanding shares of stock
of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, shall constitute a quorum of the stockholders for all
purposes, unless the representation of a larger number of shares shall be
required by law, by the Certificate of Incorporation, by these Bylaws or by the
rules of the National Association of Securities Dealers or any national
securities exchange on which equity of the Corporation is listed or quoted, in
which case the representation of the number of shares so required shall
constitute a quorum; provided that at any meeting of the stockholders at which
the holders of any class of stock of the Corporation shall be entitled to vote
separately as a class, the holders of thirty-three and one third percent of the
total outstanding shares of such class, present in person or represented by
proxy, shall constitute a quorum for purposes of such class vote unless the
representation of a larger number of shares of such class shall be required by
law, by the Certificate of Incorporation, by these Bylaws or by the rules of the
National Association of Securities Dealers, or any national securities exchange
on which equity of the Corporation is listed or quoted.

          SECTION 5.    Adjourned Meetings. Whether or not a quorum shall be
present in person or represented at any meeting of the stockholders, the holders
of a majority in number of the shares of stock of the Corporation present in
person or represented by proxy and entitled to vote at such meeting may adjourn
such meeting from time to time; provided, however, that if the holders of any
class of stock of the Corporation are entitled to vote separately as a class
upon any matter at such meeting, any adjournment of the meeting in respect of
action by such class upon such matter shall be determined by the holders of a
majority of the shares of such class present in person or represented by proxy
and entitled to vote at such meeting. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the stockholders, or the holders of any class of stock
entitled to vote separately as a class, as the case may be, may transact any
business that might have been transacted by them at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting.

          SECTION 6.    Organization; Stockholder List. The Chairman of the
Board or, in his absence, the Chief Executive Officer, or in his absence, the
President shall call all meetings of the stockholders to order, and shall act as
Chairman of such meetings. In the absence of the Chairman of the Board, the
Chief Executive Officer and the President, the holders of a majority in number
of the shares of stock of the Corporation present in person or represented by
proxy and entitled to vote at such meeting shall elect a Chairman.

          The Secretary of the Corporation shall act as Secretary of all
meetings of the stockholders; but in the absence of the Secretary, the Chairman
may appoint any person to act as Secretary of the meeting. It shall be the duty
of the Secretary to prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such meeting,
arranged in alphabetical order and showing the address of each stockholder and
the

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number of shares registered in the name of each stockholder. Such list shall be
open, either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting or, if not so specified,
at the place where the meeting is to be held, for the ten days next preceding
the meeting, to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, and shall be produced and kept at
the time and place of the meeting during the whole time thereof and subject to
the inspection of any stockholder who may be present.

          SECTION 7.    Voting. Except as otherwise provided in the Certificate
of Incorporation or Bylaws, each stockholder shall be entitled to one vote for
each share of the capital stock of the Corporation registered in the name of
such stockholder upon the books of the Corporation. Each stockholder entitled to
vote at a meeting of stockholders may authorize another person or persons to act
for him 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. When
directed by the presiding officer or upon the demand of any stockholder, the
vote upon any matter before a meeting of stockholders shall be by ballot. Except
as otherwise provided by law, by the rules of the National Association of
Securities Dealers, or any national securities exchange on which equity of the
Corporation is listed or quoted, or by the Certificate of Incorporation,
directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the stockholders entitled to vote in the election and, whenever
any corporate action, other than the election of directors is to be taken, it
shall be authorized by a majority of the votes cast at a meeting of stockholders
by the stockholders entitled to vote thereon.

          Shares of the capital stock of the Corporation belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes.

          SECTION 8.    Notice of Stockholder Business and Nominations.

          (A) Annual Meetings of Stockholders.

    (1) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of the notice provided for in Section 3 of this
Article I, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 8.

    (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Section 8, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th

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day prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is more
than 30 days before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the Corporation
that are owned beneficially and of record by such stockholder and such
beneficial owner.

    (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this Section 8 to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all of the nominees for
election as director or specifying the size of the increased Board of Directors
at least 100 days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 8 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

          (B) Special Meetings of Stockholders.

          Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) provided that the Board
of Directors has determined that directors shall be elected at such meeting, by
any stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 8, who shall be entitled to vote
at the meeting and who complies with the notice

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procedures set forth in this Section 8. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a person
or persons (as the case may be), for election to such position(s) as specified
in the Corporation's notice of meeting, if the stockholder's notice required by
paragraph (A)(2) of this Section 8 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

          (C) General.

    (1) Only such persons who are nominated in accordance with the procedures
set forth in this Section 8 shall be eligible to serve as directors and only
such business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 8. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 8 and, if any proposed nomination or
business is not in compliance with this Section 8, to declare that such
defective proposal or nomination shall be disregarded.

    (2) For purposes of this Section 8, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

    (3) Notwithstanding the foregoing provisions of this Section 8, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Section 8 shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of preferred stock to elect directors under
specified circumstances.

          SECTION 9.    Inspectors. When required by law or directed by the
presiding officer or upon the demand of any stockholder entitled to vote, but
not otherwise, the polls shall be opened and closed, the proxies and ballots
shall be received and taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided at any meeting of the stockholders by two or more
Inspectors who may be appointed by the Board of Directors before the meeting, or
if not so appointed, shall be appointed by the presiding officer at the meeting.
If any person so appointed fails to appear or act, the vacancy may be filled by
appointment in like manner.

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          SECTION 10.   Record Date. In order that the Corporation may determine
the stockholders entitled to 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 of any change, conversion or exchange of stock or for the
purpose of any other lawful action, as the case may be, the Board of Directors
may fix, in advance, a record date, which 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, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.


                                   ARTICLE II

                               Board of Directors

          SECTION 1.    General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, who need not be stockholders of the Corporation. In addition to the
powers and authorities by these Bylaws expressly conferred upon them, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws required to be exercised or done by the
stockholders.

          SECTION 2.    Number and Term of Office. Subject to the rights of the
holders of any class or series of preferred stock to elect additional directors
under specified circumstances, the number of directors shall be fixed from time
to time exclusively pursuant to a resolution adopted by a majority of the Board.
The directors, other than those who may be elected by the holders of any class
or series of preferred stock under specified circumstances, shall be divided,
with respect to the time for which they severally hold office, into three
classes, as nearly equal in number as is reasonably possible, designated Class
I, Class II and Class III, with the initial term of office of the Class I
directors to expire at the 2001 annual meeting of stockholders, the initial term
of office of the Class II directors to expire at the 2002 annual meeting of
stockholders and the initial term of office of the Class III directors to expire
at the 2003 annual meeting of stockholders, with each director to hold office
until his or her successor shall have been duly elected and qualified. At each
annual meeting of stockholders, commencing with the 2001 annual meeting,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until his
or her successor shall have been duly elected and qualified. If the number of
directors is changed, any increase or

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decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible.

          SECTION 3.    Removal, Vacancies and Additional Directors. Subject to
the rights of any class of preferred stock or series thereof to elect and remove
additional directors under specified circumstances, any director may be removed
from office only for cause, by the affirmative vote of the holders of at least
50% of the voting power of the then outstanding shares of Voting Stock, voting
together as a single class. Cause for removal shall be deemed to exist only if
the director whose removal is proposed (i) has been convicted in a court of
competent jurisdiction of a felony, and such conduct or conviction results in
material and demonstrable injury to the Corporation, (ii) has been adjudged by a
court of competent jurisdiction to be mentally incompetent or (iii) has been
adjudged by a court of competent jurisdiction to be liable for fraudulent or
dishonest conduct, or gross abuse of authority or discretion, resulting in
material and demonstrable injury to the Corporation, and, in each case, such
conviction or adjudication has become final and nonappealable. Vacancies caused
by any such removal and not filled by the stockholders at the meeting at which
such removal shall have been made, or any vacancy caused by the death or
resignation of any director or for any other reason, and any newly created
directorship resulting from any increase in the authorized number of directors,
may be filled by the affirmative vote of a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director, or by
stockholders if such vacancy was caused by the removal of a director by the
action of stockholders. Any director so elected shall 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 shall have been duly elected and qualified. No decrease in the number
of directors shall shorten the term of any incumbent director.

          When one or more directors shall resign effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in connection with the
filling of other vacancies.

          SECTION 4.    Place of Meeting. The Board of Directors may hold its
meetings in such place or places in the State of Delaware or outside the State
of Delaware as the Board from time to time shall determine.

          SECTION 5.    Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board from time to time
by resolution shall determine. No notice shall be required for any regular
meeting of the Board of Directors.

          SECTION 6.    Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman of the
Board, the President or by any two of the directors then in office.

          Notice of the day, hour and place of holding of each special meeting
shall be given by telephone, electronic transmission, telegraph, facsimile or
telex at least two hours before

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the meeting or by causing the same to be delivered personally or sent by
certified, registered or overnight mail at least one day before the meeting to
each director. Unless otherwise indicated in the notice thereof, any and all
business other than an amendment of these Bylaws may be transacted at any
special meeting, and an amendment of these Bylaws may be acted upon if the
notice of the meeting shall have stated that the amendment of these Bylaws is
one of the purposes of the meeting. At any meeting at which every director shall
be present, even though without any notice, any business may be transacted,
including the amendment of these Bylaws.

          SECTION 7.    Quorum. Subject to the provisions of Section 3 of this
Article II, a majority of the members of the Board of Directors in office shall
constitute a quorum for the transaction of business and the vote of the majority
of the directors present at any meeting of the Board of Directors at which a
quorum is present shall be the act of the Board of Directors. If at any meeting
of the Board there is less than a quorum present, a majority of those present
may adjourn the meeting from time to time.

          SECTION 8.    Organization. The Board of Directors may, in its
discretion, appoint a Chairman of the Board, who may but need not be an officer
of the Corporation. The chairman shall have such powers and perform such duties
as may from time to time be assigned to him by these Bylaws or by the Board of
Directors. The Chairman of the Board or, in his absence, the President shall
preside at all meetings of the stockholders and at all meetings of the Board of
Directors. In the absence of the Chairman of the Board and the President at any
meeting, a Chairman for the purposes of that meeting shall be elected from the
directors present. The Secretary of the Corporation shall act as Secretary of
all meetings of the directors; but in the absence of the Secretary, the Chairman
or the President may appoint any person to act as Secretary of the meeting.

          SECTION 9.    Committees. The Board of Directors 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 meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided by resolution passed by a majority of the whole Board, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and the affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending these Bylaws; and unless such resolution, these Bylaws, or the
Certificate of Incorporation expressly so

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provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

          SECTION 10.   Conference Telephone Meetings. Unless otherwise
restricted by the Certificate of Incorporation or by these Bylaws, the members
of the Board of Directors or any committee designated by the Board, may
participate in a meeting of the Board or such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting. Each party
participating in such meeting shall be assumed to be able to hear and
communicate with each other party.

          SECTION 11.   Consent of Directors or Committee in Lieu of Meeting.
Unless otherwise restricted by the Certificate of Incorporation or by these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board or committee, as the case may be.

          SECTION 12.   Records. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board of
Directors and of the stockholders, appropriate stock books and registers and
such books of records and accounts as may be necessary for the proper conduct of
the business of the Corporation.


                                   ARTICLE III

                                    Officers

          SECTION 1.    Officers. The officers of the Corporation shall be a
Chief Executive Officer, a President, one or more Vice Presidents, a Secretary
and a Treasurer, and such additional officers, if any, as shall be elected by
the Board of Directors pursuant to the provisions of Section 8 of this Article
III. The President, one or more Vice Presidents, the Secretary and the Treasurer
shall be elected by the Board of Directors at its first meeting after each
annual meeting of the stockholders. The failure to hold such election shall not
of itself terminate the term of office of any officer. All officers shall hold
office at the pleasure of the Board of Directors. Officers may, but need not, be
directors. Any number of offices may be held by the same person.

          All officers, agents and employees shall be subject to removal, with
or without cause, at any time by the Board of Directors. The removal of an
officer without cause shall be without prejudice to his contract rights, if any.
The election or appointment of an officer shall not of itself create contract
rights. All agents and employees other than officers elected by the Board of
Directors shall also be subject to removal, with or without cause, at any time
by the officers appointing them.

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          Any vacancy caused by the death of any officer, his resignation, his
removal, or otherwise, may be filled by the Board of Directors, and any officer
so elected shall hold office at the pleasure of the Board of Directors.

          In addition to the powers and duties of the officers of the
Corporation as set forth in these Bylaws, the officers shall have such authority
and shall perform such duties as from time to time may be determined by the
Board of Directors.

          SECTION 2.    Powers and Duties of the Chief Executive Officer. The
Chief Executive Officer, subject to the provisions of these Bylaws and to the
direction of the Board of Directors, shall have ultimate authority for decisions
relating to the general management and control of the business and affairs of
the Corporation. The Chief Executive Officer shall perform such other duties as
may be assigned by the Board of Directors from time to time and shall, in the
absence of the Chairman of the Board of Directors, preside at all meetings of
the stockholders and the Board of Directors.

          SECTION 3.    Powers and Duties of the President. The President shall
have such powers and perform such duties as may from time to time be assigned to
him by these Bylaws or by the Board of Directors or the Chief Executive Officer
and in the absence of a Chief Executive Officer shall perform the Chief
Executive Officer's duties if requested by the Board of Directors.

          SECTION 4.    Powers and Duties of the Vice Presidents. Each Vice
President shall perform all duties incident to the office of Vice President and
shall have such other powers and perform such other duties as may from time to
time be assigned to him by these Bylaws or by the Board of Directors, the Chief
Executive Officer or the President or any other officer to whom the Vice
President reports.

          SECTION 5.    Powers and Duties of the Secretary. The Secretary shall
keep the minutes of all meetings of the Board of Directors and the minutes of
all meetings of the stockholders in books provided for that purpose; the
Secretary shall attend to the giving or serving of all notices of the
Corporation; the Secretary shall have custody of the corporate seal of the
Corporation and shall affix the same to such documents and other papers as the
Board of Directors, the Chief Executive Officer or the President shall authorize
and direct; he shall have charge of the stock certificate books, transfer books
and stock ledgers and such other books and papers as the Board of Directors, the
Chief Executive Officer or the President shall direct, all of which shall at all
reasonable times be open to the examination of any director, upon application,
at the office of the Corporation during business hours; and he shall perform all
duties incident to the office of Secretary and shall also have such other powers
and shall perform such other duties as may from time to time be assigned to him
by these Bylaws or the Board of Directors, the Chief Executive Officer or the
President.

          SECTION 6.    Powers and Duties of the Treasurer. The Treasurer shall
have custody of, and when proper shall pay out, disburse or otherwise dispose
of, all funds and securities of the Corporation that may have come into his
hands; he may endorse on behalf of the

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Corporation for collection checks, notes and other obligations and shall deposit
the same to the credit of the Corporation in such bank or banks or depositary or
depositories as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made to the Corporation; he shall enter or cause to be
entered regularly in the books of the Corporation kept for the purpose full and
accurate accounts of all moneys received or paid or otherwise disposed of by him
and whenever required by the Board of Directors or the President shall render
statements of such accounts; he shall, at all reasonable times, exhibit his
books and accounts to any director of the Corporation upon application at the
office of the Corporation during business hours; and he shall perform all duties
incident to the office of Treasurer and shall also have such other powers and
shall perform such other duties as may from time to time be assigned to him by
these Bylaws or by the Board of Directors, the Chief Executive Officer or the
President.

          SECTION 7.    Additional Officers. The Board of Directors may from
time to time elect such other officers (who may but need not be directors),
including a Chief Operating Officer, Chief Financial Officer, Controller,
Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the
Board may deem advisable and such officers shall have such titles and such
authority and shall perform such duties as may from time to time be assigned to
them by the Board of Directors, the Chairman of the Board, the President or any
other officer to whom the officer reports.

          The Board of Directors may from time to time by resolution delegate to
any Assistant Treasurer or Assistant Treasurers any of the powers or duties
herein assigned to the Treasurer; and may similarly delegate to any Assistant
Secretary or Assistant Secretaries any of the powers or duties herein assigned
to the Secretary.

          SECTION 8.    Voting Upon Stocks. Unless otherwise ordered by the
Board of Directors, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer or any Vice President shall have
full power and authority on behalf of the Corporation to attend and to act and
to vote, or in the name of the Corporation to execute proxies to vote, at any
meetings of stockholders of any corporation in which the Corporation may hold
stock, and at any such meetings shall possess and may exercise, in person or by
proxy, any and all rights, powers and privileges incident to the ownership of
such stock. The Board of Directors may from time to time, by resolution, confer
like powers upon any other person or persons.

          SECTION 9.    Compensation of Officers. The officers of the
Corporation shall be entitled to receive such compensation for their services as
shall from time to time be determined by the Board of Directors.


                                   ARTICLE IV

                             Stock-Seal-Fiscal Year

          SECTION 1.    Certificates For Shares of Stock. The certificates for
shares of stock of the Corporation shall be in such form, not inconsistent with
the Certificate of

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Incorporation, as shall be approved by the Board of Directors. All certificates
shall be signed manually or in facsimile form, by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and shall not be valid unless so
signed.

          In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates had not ceased
to be such officer or officers of the Corporation.

          All certificates for shares of stock shall be consecutively numbered
as the same are issued. The name of the person owning the shares represented
thereby with the number of such shares and the date of issue thereof shall be
entered on the books of the Corporation.

          Except as hereinafter provided, all certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificates shall be
issued until former certificates for the same number of shares have been
surrendered and canceled.

          SECTION 2.    Lost, Stolen or Destroyed Certificates. Whenever a
person owning a certificate for shares of stock of the Corporation alleges that
it has been lost, stolen or destroyed, he shall file in the office of the
Corporation an affidavit setting forth, to the best of his knowledge and belief,
the time, place and circumstances of the loss, theft or destruction, and, if
required by the Board of Directors or any officer of the Corporation, a bond of
indemnity or other indemnification sufficient in the opinion of the Board of
Directors or any officer of the Corporation to indemnify the Corporation and its
agents against any claim that may be made against it or them on account of the
alleged loss, theft or destruction of any such certificate or the issuance of a
new certificate in replacement therefor. Thereupon the Corporation may cause to
be issued to such person a new certificate in replacement for the certificate
alleged to have been lost, stolen or destroyed.

          SECTION 3.    Transfer of Shares. Shares of stock of the Corporation
shall be transferred on the books of the Corporation by the holder thereof, in
person or by his attorney duly authorized in writing, upon surrender and
cancellation of certificates for the number of shares of stock to be
transferred, except as provided in the preceding section.

          SECTION 4.    Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates for shares of stock of the
Corporation.

          SECTION 5.    Dividends. Subject to the provisions of the Certificate
of Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

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<PAGE>

          Subject to the provisions of the Certificate of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine. If the date fixed for
the payment of any dividend shall in any year fall upon a legal holiday, then
the dividend payable on such date shall be paid on the next day not a legal
holiday.

          SECTION 6.    Corporate Seal. The Board of Directors shall provide a
suitable seal, containing the name of the Corporation, which seal shall be kept
in the custody of the Secretary. A duplicate of the seal may be kept and be used
by any officer of the Corporation designated by the Board of Directors, the
Chairman of the Board or the President.

          SECTION 7.    Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December of
each year.

                                    ARTICLE V

                            Miscellaneous Provisions

          SECTION 1.    Checks, Notes, Etc. All checks, drafts, bills of
exchange, acceptances, notes or other obligations or orders for the payment of
money shall be signed and, if so required by the Board of Directors,
countersigned by such officers of the Corporation and/or other persons as the
Board of Directors from time to time shall designate.

          Checks, drafts, bills of exchange, acceptances, notes, obligations and
orders for the payment of money made payable to the Corporation may be endorsed
for deposit to the credit of the Corporation with a duly authorized depository
by the Treasurer, or otherwise as the Board of Directors may from time to time,
by resolution, determine.

          SECTION 2.    Waivers of Notice. Whenever any notice whatever is
required to be given by law, by the Certificate of Incorporation or by these
Bylaws to any person or persons, a waiver thereof in writing or oral if
permitted by law, signed by the person or persons entitled to the notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. The attendance of any stockholder at a meeting in person or by proxy,
without protesting at the beginning of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice of such stockholder.

          SECTION 3.    Offices Outside Delaware. Except as otherwise required
by the laws of the State of Delaware, the Corporation may have an office or
offices and keep its books, documents and papers outside the State of Delaware
at such place or places as from time to time may be determined by the Board of
Directors, the Chairman of the Board or the President.

          SECTION 4.    Audits. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public

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<PAGE>

accountant selected by the Board of Directors, and it shall be the duty of the
Board of Directors to cause such audit to be done annually.

          SECTION 5.    Resignations. Any director or any officer or assistant
officer, whether elected or appointed, may resign at any time by giving written
notice of such resignation to the Chairman, the President, or the Secretary, and
such resignation shall be deemed to be effective as of the close of business on
the date said notice is received or at such later time as is specified therein.
No formal action shall be required of the Board of Directors or the stockholders
to make any such resignation effective.

          SECTION 6.    Indemnification of Directors, Officers and Employees.
          (A) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative (hereinafter, a "proceeding"), by
reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Corporation, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law (the "DGCL") as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, and excise taxes or penalties arising under
the Employee Retirement Income Security Act of 1974, as in effect from time to
time, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith (each, a "Loss"), and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
paragraph (B) of this Section 6, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this Section 6 shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that if the DGCL requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer in advance of the final disposition of a proceeding, shall be made only
upon delivery to the Corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section 6 or otherwise. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to indemnification, and
rights to have the Corporation pay the

                                      -14-

<PAGE>

expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest extent
of the provisions of this Section 6 with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

          (B) If a claim under paragraph (A) of this Section 6 is not paid in
full by the Corporation within 30 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standard of conduct that makes it permissible under the DGCL for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

          (C) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Section 6 shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, these Bylaws, agreement, vote of stockholders or otherwise. No
repeal or modification of this Section 6 shall in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.

          (D) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any Loss, regardless whether the Corporation would have the power to
indemnify such person against such Loss under the DGCL.

          (E) If any provision or provisions of this Section 6 shall be held to
be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this
Section 6 (including, without limitation, each portion of any paragraph of this
Bylaw containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this Section 6 (including, without
limitation, each such portion of any paragraph of this Bylaw containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.

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<PAGE>

                                   ARTICLE VI

                                   Amendments

          These Bylaws and any amendment thereof may be altered, amended or
repealed, or new Bylaws may be adopted, at any meeting of the Board of
Directors; provided, however, that the Bylaws adopted by the Board of Directors
may be amended or repealed at any meeting of the Board of Directors or at any
meeting of the stockholders by holders of a majority of the voting power of the
then outstanding shares of Voting Stock, provided in each case that the notice
of such meeting shall have stated that the amendment of these Bylaws was one of
the purposes of the meeting; provided, further, however, that, in the case of
amendments or adoptions by stockholders, notwithstanding any other provisions of
these Bylaws or any provision of law that might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
law, the Certificate of Incorporation or these Bylaws, effective as of the
Trigger Date, the affirmative vote of the holders of at least 80% of the voting
power of all the then outstanding shares of stock entitled to vote generally for
directors, voting together as a single class, shall be required to alter, amend
or repeal any provision of these Bylaws or adopt any provision of these Bylaws
inconsistent with any other provision of these Bylaws.

                                      -16-