<PAGE>

                                                                     Exhibit 3.2


                         TELECORP-TRITEL HOLDING COMPANY

                           AMENDED AND RESTATED BYLAWS

                         ADOPTED AS OF OCTOBER 31, 2000
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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.  STOCKHOLDERS.......................................................1

    1.1      Annual Meeting....................................................1

    1.2      Special Meetings..................................................2

    1.3      Notice of Meetings; Waiver........................................2

    1.4      Quorum; Voting....................................................3

    1.5      Voting by Ballot..................................................3

    1.6      Adjournment.......................................................3

    1.7      Proxies...........................................................4

    1.8      Organization; Procedure...........................................4

    1.9      Consent of Stockholders in Lieu of Meeting........................4

ARTICLE 2.  BOARD OF DIRECTORS.................................................4

    2.1      General Powers....................................................4

    2.2      Number; Election; Term of Office; Removal.........................4

    2.3      Annual and Regular Meetings.......................................5

    2.4      Special Meetings; Notice..........................................5

    2.5      Quorum; Voting....................................................5

    2.6      Adjournment.......................................................5

    2.7      Action Without a Meeting..........................................5

    2.8      Regulations; Manner of Acting.....................................6

    2.9      Action by Telephonic Communications...............................6

    2.10     Resignation.......................................................6

    2.12     Compensation......................................................7

    2.13     Reliance on Accounts and Reports, etc.............................7

ARTICLE 3.  EXECUTIVE COMMITTEE AND OTHER COMMITTEES...........................7

    3.1      How Constituted...................................................7

    3.2      Powers............................................................7

    3.3      Quorum; Voting....................................................8

    3.4      Action without a Meeting..........................................8

    3.5      Regulations; Manner of Acting.....................................8

    3.6      Action by Telephonic Communications...............................8


                                      -i-
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                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

    3.7      Resignation.......................................................8

    3.8      Removal...........................................................8

    3.9      Vacancies.........................................................8

ARTICLE 4.  OFFICERS...........................................................8

    4.1      Titles............................................................8

    4.2      Election..........................................................9

    4.3      Salaries..........................................................9

    4.4      Removal and Resignation; Vacancies................................9

    4.5      Authority and Duties..............................................9

    4.6      The Chairman of the Board.........................................9

    4.7      The President.....................................................9

    4.8      Vice President/Chief Operating Officer............................9

    4.9      Executive Vice President/General Counsel.........................10

    4.10     The Vice Presidents..............................................10

    4.11     The Secretary....................................................10

    4.12     The Treasurer....................................................10

    4.13     Additional Officers..............................................10

    4.14     Security.........................................................10

ARTICLE 5.  CAPITAL STOCK.....................................................10

    5.1      Certificates of Stock, Uncertificated Shares.....................10

    5.2      Signatures; Facsimile............................................11

    5.3      Lost, Stolen or Destroyed Certificates...........................11

    5.4      Transfer of Stock................................................11

    5.5      Record Date......................................................11

    5.6      Registered Stockholders..........................................12

    5.7      Transfer Agent and Registrar.....................................12

ARTICLE 6.  INDEMNIFICATION...................................................12

    6.1      Indemnification..................................................12

    6.2      Definition.......................................................12

ARTICLE 7.  OFFICES...........................................................12


                                      -ii-
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                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

    7.1      Registered Office................................................13

    7.2      Other Offices....................................................13

ARTICLE 8.  GENERAL PROVISIONS................................................13

    8.1      Dividends........................................................13

    8.2      Reserves.........................................................13

    8.3      Execution of Instruments.........................................13

    8.4      Corporate Indebtedness...........................................13

    8.5      Deposits.........................................................14

    8.6      Checks...........................................................14

    8.7      Sale, Transfer, etc. of Securities...............................14

    8.8      Voting as Stockholder............................................14

    8.9      Fiscal Year......................................................14

    8.10     Seal.............................................................14

    8.11     Books and Records................................................14

ARTICLE 9.  AMENDMENT OF BYLAWS...............................................15

    9.1      Amendment........................................................15

ARTICLE 10.  CONSTRUCTION.....................................................15

    10.1     Construction.....................................................15


                                     -iii-
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                           AMENDED AND RESTATED BYLAWS

                         TELECORP-TRITEL HOLDING COMPANY

                                   ARTICLE 1.

                                  STOCKHOLDERS

      1.1 Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before such meeting shall be held at such place,
either within or without the State of Delaware, at 9:00 A.M. on the second
Wednesday of each April of each year (or, if such day is a legal holiday, then
on the next succeeding business day), or at such other date and hour, as may be
fixed from time to time by resolution of the Board of Directors and set forth in
the notice or waiver of notice of the meeting.

            At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before an annual meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of the 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 of the Corporation who was
stockholder of record at the time of giving of notice provided for in this
Section, who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation at the principal
executive office of the corporation. To be timely, a stockholder's notice shall
be delivered not less than 90 days prior to the first anniversary of the
preceding year's meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the stockholder, to be timely, must
be so delivered not later than the 10th day following the day on which Public
Announcement (as defined below) of the date of such meeting is first made.

      Such stockholder's notice shall set forth 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 meeting and 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 (ii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made (A) the name and
address of such stockholder, as they appear on the Corporation's books, and the
name and address of such beneficial owner and (B) the class and number of shares
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner; and (iii) in the event that such business
includes a proposal to amend


                                       1
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either the Certificate of Incorporation or the Bylaws of the Corporation, the
language of the proposed amendment. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the preceding paragraph, and the Chairman of the Board or other
person presiding at an annual meeting of stockholders, may refuse to permit any
business to be brought before an annual meeting without compliance with the
foregoing procedures. "Public Announcement" shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
addition to the provisions of this paragraph, 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 Section
1.1. Nothing in these Bylaws shall be deemed to affect any rights of the
Stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

      1.2 Special Meetings. Special meetings of the stockholders may be called
at any time by the Chairman of the Board (or, in the event of his absence or
disability, by the President). A special meeting shall be called by the Chairman
of the Board (or, in the event of his absence or disability, by the President),
or by the Secretary, immediately upon receipt of a written request therefor by
stockholders holding in the aggregate not less than 35% of the outstanding
shares of the Corporation at the time entitled to vote at any meeting of the
stockholders or by a request of a majority of the Board of Directors. If the
Chairman of the Board, the President or the Secretary shall fail to so call such
meeting within 20 days after receipt of such request, any stockholder or member
of the Board of Directors executing such request may call such meeting.

      Any such special meeting of the stockholders shall be held at such place,
within or without the State of Delaware, as shall be specified in the notice or
waiver of notice thereof.

      1.3 Notice of Meetings; Waiver. The Secretary or any Assistant Secretary
shall cause written notice of the place, date and hour of each meeting of the
stockholders, and, in the case of a special meeting, the purpose or purposes for
which such meeting is called, to be given personally or by mail, not less than
ten nor more than 60 days before the date of the meeting, to each stockholder of
record entitled to vote at such meeting. If such notice is mailed, it shall be
deemed to have been given to a stockholder when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the record of stockholders of the Corporation, or, if he shall have filed
with the Secretary a written request that notices to him be mailed to some other
address, then directed to him at such other address. Such further notice shall
be given as may be required by law.

      Whenever notice is required to be given to stockholders hereunder, a
written waiver, signed by a stockholder, whether before or after the time stated
therein, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of,


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any regular or special meeting of the stockholders need be specified in a
written waiver of notice. The attendance of any stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

      1.4 Quorum; Voting. Except as otherwise required by law or by the
Corporation's Certificate of Incorporation, as then amended and in effect (the
"Certificate of Incorporation"), at any meeting of the stockholders, a majority
of all shares issued and outstanding and entitled to vote upon a question to be
considered at the meeting shall constitute a quorum when represented at such
meeting by the holders thereof in person or by their duly constituted and
authorized attorney or attorneys, but holders of a lesser interest may adjourn
any meeting from time to time, and the meeting may be held as adjourned without
further notice. When a quorum is present at any meeting, a majority of the stock
so represented thereat and voting on any question brought before such meeting
shall be determinative, except where a larger vote is required by law, by the
Certificate of Incorporation or by these by-laws, and except that the vote
required for the election of directors shall be as set forth in the Certificate
of Incorporation.

            Except as set forth in the Certificate of Incorporation, if,
pursuant to Section 5.5 of these Bylaws, a record date has been fixed, every
holder of record of shares entitled to vote at a meeting of stockholders shall
be entitled to one vote for each share outstanding in his name on the books of
the Corporation at the close of business on such record date. If no record date
has been fixed, then every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote for each share of stock
standing in his name on the books of the Corporation at the close of business on
the day next preceding the day on which notice of the meeting 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.

      1.5 Voting by Ballot. No vote of the stockholders need be taken by written
ballot or conducted by inspectors of election, unless otherwise required by law.
Any vote which need not be taken by ballot may be conducted in any manner
approved by the meeting.

      1.6 Adjournment. If a quorum is not present at any meeting of the
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken, provided, however, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.5 of these Bylaws, a notice of
the adjourned meeting, conforming to the requirements of Section 1.3 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted on the original date of the meeting.


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      1.7 Proxies. Any stockholder entitled to vote at any meeting of the
stockholders or to express consent to or dissent from corporate action without a
meeting may, by a written instrument signed by such stockholder or his
attorney-in-fact, authorize another person or persons to vote at any such
meeting and express such consent or dissent for him by proxy. No such proxy
shall be voted or acted upon after the expiration of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary.

      1.8 Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the Chairman of the Board or, in the event of his
absence or disability, the President or, in the event of his absence or
disability, a presiding officer chosen by a majority of the stockholders present
in person or by proxy. The Secretary, or in the event of his absence or
disability, the Assistant Secretary, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting. The order of business and all
other matters of procedure at every meeting of stockholders may be determined by
such presiding officer.

      1.9 Consent of Stockholders in Lieu of Meeting. To the fullest extent
permitted by law, whenever the vote of the stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, such action may be taken without a meeting, without prior notice and
without a vote of stockholders, if the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted shall consent in writing to such corporate action being taken.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
so consented in writing.

                                   ARTICLE 2.

                               BOARD OF DIRECTORS

      2.1 General Powers. Except as may otherwise be provided by law, by the
Certificate of Incorporation or by these Bylaws, the property, affairs and
business of the Corporation shall be managed by or under the direction of the
Board of Directors and the Board of Directors may exercise all the powers of the
Corporation.

      2.2 Number; Election; Term of Office; Removal. The classification of the
board of directors, the term of each class of directors, the manner of election
and removal of directors and the filling of newly created directorships and
vacancies on the Board shall be as set forth in the Certificate of
Incorporation. Each Director (whenever elected) shall hold office until his
successor has been duly elected and qualified, or until his earlier death,
resignation or removal.


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<PAGE>

      2.3 Annual and Regular Meetings. The annual meeting of the Board of
Directors for the purpose of electing officers and for the transaction of such
other business as may come before the meeting shall be held as soon as possible
following adjournment of the annual meeting of the stockholders at the place of
such annual meeting of the stockholders. Notice of such annual meeting of the
Board of Directors need not be given. The Board of Directors from time to time
may by resolution provide for the holding of regular meetings and fix the place
(which may be within or without the State of Delaware) and the date and hour of
such meetings. Notice of regular meetings need not be given, provided, however,
that if the Board of Directors shall fix or change the time or place of any
regular meeting, notice of such action shall be mailed promptly, or sent by
telegram, facsimile or cable, to each Director who shall not have been present
at the meeting at which such action was taken, addressed to him at his usual
place of business, or shall be delivered to him personally. Notice of such
action need not be given to any Director who attends the first regular meeting
after such action is taken without protesting the lack of notice to him, prior
to or at the commencement of such meeting, or to any Director who submits a
signed waiver of notice, whether before or after such meeting.

      2.4 Special Meetings; Notice. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board or, in the event of
his absence or disability, by the President, at such place (within or without
the State of Delaware), date and hour as may be specified in the respective
notices or waivers of notice of such meetings. Special meetings of the Board of
Directors may be called on 24 hours' notice, if notice is given to each Director
personally or by telephone or facsimile, or on five days' notice, if notice is
mailed to each Director, addressed to him at his usual place of business. Notice
of any special meeting need not be given to any Director who attends such
meeting without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat.

      2.5 Quorum; Voting. At all meetings of the Board of Directors, the
presence of a majority of the total authorized number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law or the Certificate of Incorporation, the vote of a majority of
the Directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors.

           2.6 Adjournment. A majority of the Directors present, whether or not
a quorum is present, may adjourn any meeting of the Board of Directors to
another time or place. No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 2.5
shall be given to each Director.

           2.7 Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board of
Directors.


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      2.8 Regulations; Manner of Acting. To the extent consistent with
applicable law, the Certificate of Incorporation and these Bylaws, the Board of
Directors may adopt such rules and regulations for the conduct of meetings of
the Board of Directors and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate. The
Directors shall act only as a Board, and the individual Directors shall have no
power as such.

      2.9 Action by Telephonic Communications. Members of the Board of Directors
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this provision shall constitute presence in person at such meeting.

      2.10 Resignation. Any Director may resign at any time by delivering a
written notice of resignation, signed by such Director, to the Chairman of the
Board, the President or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery. No director need be a stockholder.

      2.11 Nominations. (a) Except as otherwise provided by law or by the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by the board of directors. Subject to the rights of holders of the
Corporation's preferred stock or the Stockholders (as defined in the
Stockholders' Agreement defined below) as set forth in the the Stockholders'
Agreement, nominations for the election of directors may be made by the board of
directors or a committee appointed by the board of directors or by any
stockholder entitled to vote in the election of directors generally. However,
any stockholder entitled to vote in the election of directors may nominate one
or more persons for election as directors at a meeting only if written notice of
such stockholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the corporation not later than 90 days prior to the date of any
annual or special meeting. In the event that the date of such annual or special
meeting was not made by a Public Announcement (as defined in Section 1.1) more
than 90 days prior to the meeting, notice by the stockholder to be timely must
be delivered to the Secretary of the Corporation not later than the close of
business on the tenth day following the day on which such announcement of the
date of the meeting was communicated to the stockholders. "Stockholders
Agreement" shall have the meaning ascribed to such term as is set forth in the
Corporation's Certificate of Incorporation. Each such notice shall set forth:
(i) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (ii) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (iv) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the board


                                       6
<PAGE>

of directors; and (v) the consent of each nominee to serve as a director of the
Corporation if so elected.

      (b) Notwithstanding anything to the contrary contained in this Section
2.11, so long as one or more Stockholders (as such term is defined in the
Stockholders' Agreement) has the right to nominate one or more directors of the
Corporation pursuant to the Certificate of Incorporation or Stockholders'
Agreement, as the case may be, then, with respect to such Stockholder or group
of Stockholders, as the case may be, such Stockholder or group of Stockholders,
as the case may be, shall have the right to nominate such director by written
notice to the Company which notice shall set forth the name of the person being
nominated. The Company shall deliver written notice to the Stockholders or group
of Stockholders, as the case may be, so entitled to nominate such director of
the date the Company proposes to distribute any proxy solicitation materials for
its annual meeting at least thirty days prior to such earliest proposed
distribution date so as to enable such Stockholder or group of Stockholders, as
the case may be, to give notice to the Corporation of the persons to be
nominated thereby in accordance with the Certificate of Incorporation or
Stockholders Agreement, as applicable. The Company shall include in any proxy
solicitation materials related to the election of members of the Board of
Directors information and recommendations of the Board to effect the nomination
of any director so designated by such Stockholders or group of Stockholders, as
the case may be.

      2.12 Compensation. The amount, if any, which each Director shall be
entitled to receive as compensation for his services as such shall be fixed from
time to time by resolution of the Board of Directors.

      2.13 Reliance on Accounts and Reports, etc. A member of the Board of
Directors, or a member of any Committee designated by the Board of Directors,
shall, in the performance of his duties, be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or Committees of the Board of Directors, or by any other
person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, including without limitation
independent certified public accountants and appraisers.

                                   ARTICLE 3.

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

      3.1 How Constituted. The Board of Directors may designate one or more
Committees, including an Executive Committee, each such Committee to consist of
such number of Directors as from time to time may be fixed by the Board of
Directors. The Board of Directors may designate one or more directors as
alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee. In addition,
unless the Board of Directors has so designated


                                       7
<PAGE>

an alternate member of such Committee, in the absence or disqualification of a
member of such 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. Thereafter,
members (and alternate members, if any) of each such Committee may be designated
at the annual meeting of the Board of Directors. Any such Committee may be
abolished or redesignated from time to time by the Board of Directors. Each
member (and each alternate member) of any such Committee (whether designated at
an annual meeting of the Board of Directors or to fill a vacancy or otherwise)
shall hold office until his successor shall have been designated or until he
shall cease to be a Director, or until his earlier death, resignation or
removal.

      3.2 Powers. Each Committee shall have and may exercise such powers of the
Board of Directors as may be provided by resolution of the Board, provided, that
neither the Executive Committee nor any such other Committee shall have the
power or authority to (i) approve or adopt, or recommend to the stockholders,
any action or matter expressly required by the General Corporation Law to be
submitted to stockholders for approval or (ii) adopt, amend or repeal any of
these Bylaws. Each Committee may be granted by the Board of Directors power to
authorize the seal of the Corporation to be affixed to any or all papers which
may require it.

      3.3 Quorum; Voting. Except as may be otherwise provided in the resolution
creating such Committee, at all meetings of any Committee the presence of
members (or alternate members) constituting a majority of the total authorized
membership of such Committee shall constitute a quorum for the transaction of
business. The act of a majority of the members present at any meeting at which a
quorum is present shall be the act of such Committee.

      3.4 Action without a Meeting. Any action required or permitted to be taken
at any meeting of any such Committee may be taken without a meeting, if all
members of such Committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
Committee.

      3.5 Regulations; Manner of Acting. Each such Committee may fix its own
rules of procedure and may meet at such place (within or without the State of
Delaware), at such time and upon such notice, if any, as it shall determine from
time to time. Each such Committee shall keep minutes of its proceedings and
shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following any such proceeding. The members of any such
Committee shall act only as a Committee, and the individual members of such
Committee shall have no power as such.

      3.6 Action by Telephonic Communications. Members of any Committee
designated by the Board of Directors may participate in a meeting of such
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.


                                       8
<PAGE>

      3.7 Resignation. Any member (and any alternate member) of any Committee
may resign at any time by delivering a written notice of resignation, signed by
such member, to the Chairman of the Board or the President. Unless otherwise
specified therein, such resignation shall take effect upon delivery.

      3.8 Removal. Any member (any alternate member) of any Committee may be
removed at any time, with or without cause, by resolution adopted by a majority
of the whole Board of Directors.

      3.9 Vacancies. If any vacancy shall occur in any Committee, by reason of
death, resignation, removal or otherwise, the remaining members (and any
alternate members) shall continue to act, and any such vacancy may be filled by
the Board of Directors or the remaining members of the Committee as provided in
Section 3.1 hereof.

                                    ARTICLE 4

                                    OFFICERS

      4.1 Titles. The officers of the Corporation shall be chosen by the Board
of Directors and shall be the President, an Executive Vice President/Chief
Financial Officer, one or more Vice Presidents, a Secretary and a Treasurer. The
Board of Directors also may elect one or more Assistant Secretaries and
Assistant Treasurers in such numbers as the Board of Directors may determine,
and shall also elect a Chairman of the Board. Any number of offices may be held
by the same person. No officer need be a Director of the Corporation.

      4.2 Election. Unless otherwise determined by the Board of Directors, the
officers of the Corporation shall be elected by the Board of Directors at the
annual meeting of the Board of Directors, and shall be elected to hold office
until the next succeeding annual meeting of the Board of Directors. In the event
of the failure to elect officers at such annual meeting, officers may be elected
at any regular or special meeting of the Board of Directors. Each officer shall
hold office until his successor has been elected and qualified, or until his
earlier death, resignation or removal.

      4.3 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors.

      4.4 Removal and Resignation; Vacancies. Any officer may be removed with or
without cause at any time by the Board of Directors. Any officer may resign at
any time by delivering a written notice of resignation, signed by such officer,
to the Board of Directors or the Chairman of the Board. Unless otherwise
specified therein, such resignation shall take effect upon delivery. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise, shall be filled by the Board of Directors.

      4.5 Authority and Duties. The officers of the Corporation shall have such
authority and shall exercise such powers and perform such duties as may be
specified in


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<PAGE>

these Bylaws, except that in any event each officer shall exercise such powers
and perform such duties as may be required by law.

      4.6 The Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the stockholders and directors. He shall also perform all duties
and exercise all powers usually pertaining to the office of a Chairman of the
Board of a corporation. He shall see that all orders and resolutions of the
Board of Directors are carried into effect. The Chairman of the Board shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

      4.7 Vice Chairman. The Vice Chairman shall perform, in general, all duties
incident to the office of Vice Chairman and such other duties as may be
specified in these Bylaws or as may be assigned to him from time to time by the
Board of Directors.

      4.8 The President. The President shall be the Chief Executive Officer of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of the Chairman of the Board,
the President shall preside at all meetings of the stockholders and directors.
He shall manage and administer the Corporation's business and affairs and shall
also perform all duties and exercise all powers usually pertaining to the office
of a chief executive officer of a corporation. He shall report to the Board of
Directors.

      4.9 Executive Vice President/Chief Financial Officer. The Executive Vice
President/Chief Financial Officer shall, subject to the direction of the Board
of Directors and the President, perform all duties and exercise all powers
usually pertaining to the office of a chief financial officer of a corporation
and shall have general control and supervision of legal and regulatory policies
and operations of the Corporation. He shall also be the chief business
development officer of the Corporation and in connection therewith shall perform
all duties and exercise all powers usually pertaining to the office of a chief
business development officer. He shall report to the chief executive officer and
to Board of Directors.

      4.10 The Vice Presidents. Each Vice President shall perform such duties
and exercise such powers as may be assigned to him from time to time by the
President. In the absence of the President, the duties of the President shall be
performed and his powers may be exercised by such Vice President as shall be
designated by the President, or failing such designation, such duties shall be
performed and such powers may be exercised by each Vice President in the order
of their election to that office; subject in any case to review and superseding
action by the President.

      4.11 The Secretary. The Secretary shall perform, in general, all duties
incident to the office of secretary and such other duties as may be specified in
these Bylaws or as may be assigned to him from time to time by the Board of
Directors or the President.

      4.12 The Treasurer. The Treasurer shall be the chief financial officer of
the corporation and shall perform, in general, all duties incident to the office
of treasurer and


                                       10
<PAGE>

such other duties as may be specified in these Bylaws or as may be assigned to
him from time to time by the Board of Directors, or the President.

      4.13 Additional Officers. The Board of Directors may appoint such other
officers and agents as it my deem appropriate, and such other officers and
agents shall hold their offices for such terms and shall exercise such powers
and perform such duties as may be determined from time to time by the Board of
Directors. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint subordinate officers or agents and to prescribe
their respective rights, terms of office, authorities and duties. Any such
officer or agent may remove any such subordinate officer or agent appointed by
him, with or without cause.

      4.14 Security. The Board of Directors may direct that the Corporation
secure the fidelity of any or all of its officers or agents by bond or
otherwise.

                                   ARTICLE 5.

                                  CAPITAL STOCK

      5.1 Certificates of Stock, Uncertificated Shares. The shares of the
Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution that some or all of any or all classes or
series of the stock of the Corporation shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until each
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the Chairman of the Board, President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, representing the number of shares registered in
certificate form. Such certificate shall be in such form as the Board of
Directors may determine, to the extent consistent with applicable law, the
Certificate of Incorporation and these Bylaws.

      5.2 Signatures; Facsimile. All of such signatures on the certificate may
be a facsimile, engraved or printed, to the extent permitted by law. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

      5.3 Lost, Stolen or Destroyed Certificates. The Secretary of the
Corporation may cause a new certificate of stock or uncertificated shares in
place of any certificate therefor issued by the Corporation, alleged to have
been lost, stolen or destroyed, upon delivery to the Secretary of an affidavit
of the owner or owners of such certificate, or his or their legal representative
setting forth such allegation. The Secretary may require the owner or owners of
such lost, stolen or destroyed certificate, or his or their legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim


                                       11
<PAGE>

that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate or
uncertificated shares.

      5.4 Transfer of Stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Section 151, 156, 202(a) or 218(a) of the General Corporation Law.
Subject to the provisions of the Certificate of Incorporation and these Bylaws,
the Board of Directors may prescribe such additional rules and regulations as it
may deem appropriate relating to the issue, transfer and registration of shares
of the Corporation.

      5.5 Record Date. In order to determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than 60 nor less than ten days before the date of such meeting, nor more
than 60 days prior to any other action. 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.

      5.6 Registered Stockholders. Prior to due surrender of a certificate for
registration of transfer, the Corporation may treat the registered owner as the
person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interest. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to do
so.

      5.7 Transfer Agent and Registrar. The Board of Directors may appoint one
or more transfer agents and registrars, and may require all certificates
representing shares to bear the signature of any such transfer agents or
registrars.

                                   ARTICLE 6.

                                 INDEMNIFICATION


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<PAGE>

      6.1 Indemnification. The Corporation shall, to the fullest extent
permitted by applicable law from time to time in effect, indemnify any and all
persons who may serve or who have served at any time as Directors or officers of
the Corporation, or who at the request of the Corporation may serve or at any
time have served as Directors or officers of another corporation (including
subsidiaries of the Corporation) or of any partnership, joint venture, trust or
other enterprise, from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said law. Such indemnification shall
continue as to a person who has ceased to be a Director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The Corporation may also indemnify any and all other persons whom it
shall have power to indemnify under any applicable law from time to time in
effect to the extent authorized by the Board of Directors and permitted by such
law. The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which any person may be entitled under any provision of
the Certificate of Incorporation, other Bylaw, agreement, vote of stockholders
or disinterested Directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

      6.2 Definition. For purposes of this Article, the term "Corporation" shall
include constituent corporations referred to in Subsection (h) of Section 145 of
the General Corporation Law (or any similar provision of applicable law at the
time in effect).

                                   ARTICLE 7.

                                     OFFICES

      7.1 Registered Office. The registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801, and the Corporation's
registered agent shall be The Corporation Trust Company.

      7.2 Other Offices. The Corporation may maintain offices or places of
business at such other locations within or without the State of Delaware as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.

                                   ARTICLE 8.

                               GENERAL PROVISIONS

      8.1 Dividends. Subject to any applicable provisions of law and the
Certificate of Incorporation, dividends upon the shares of the Corporation may
be declared by the Board of Directors at any regular or special meeting of the
Board of Directors and any such dividend may be paid in cash, property, or
shares of the Corporation.

      8.2 Reserves. There may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in


                                       13
<PAGE>

its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation or for such other purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may similarly modify or abolish any such reserve.

      8.3 Execution of Instruments. The President, any Executive Vice President,
any Vice President, the Secretary or the Treasurer may enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors or the President may authorize any other
officer or agent to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. Any such authorization
may be general or limited to specific contracts or instruments.

      8.4 Corporate Indebtedness. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued in its name, unless
authorized by the Board of Directors. Such authorization may be general or
confined to specific instances. Loans so authorized may be effected at any time
for the Corporation from any bank, trust company or other institution, or from
any firm, corporation or individual. All bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation issued for such
loans shall be made, executed and delivered as the Board of Directors shall
authorize. When so authorized by the Board of Directors, any part of or all the
properties, including contract rights, assets, business or good will of the
Corporation, whether then owned or thereafter acquired, may be mortgaged,
pledged, hypothecated or conveyed or assigned in trust as security for the
payment of such bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation, and of any interest thereon, by instruments
executed and delivered in the name of the Corporation.

      8.5 Deposits. Any funds of the Corporation may be deposited from time to
time in such banks, trust companies or other depositaries as may be determined
by the Board of Directors or the President, or by such officers or agents as may
be authorized by the Board of Directors or the President to make such
determination. 16

      8.6 Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such agent or agents of the
Corporation, and in such manner, as the Board of Directors, the Chairman of the
Board, or the President from time to time may determine.

      8.7 Sale, Transfer, etc. of Securities. To the extent authorized by the
Board of Directors or by the President, any Vice President, the Secretary or the
Treasurer, or any other officers designated by the Board of Directors, the
Chairman of the Board, or the President may sell, transfer, endorse, and assign
any shares of stock, bonds or other securities owned by or held in the name of
the Corporation, and may make, execute and deliver in the name of the
Corporation, under its corporate seal, any instruments that may be appropriate
to effect any such sale, transfer, endorsement or assignment.


                                       14
<PAGE>

      8.8 Voting as Stockholder. Unless otherwise determined by resolution of
the Board of Directors, the President or any Vice President shall have full
power and authority on behalf of the Corporation to attend any meeting of
stockholders of any corporation in which the Corporation may hold stock, and to
act, vote (or execute proxies to vote) and exercise in person or by proxy all
other rights, powers and privileges incident to the ownership of such stock.
Such officers acting on behalf of the Corporation shall have full power and
authority to execute any instrument expressing consent to or dissent from any
action of any such corporation without a meeting. The Board of Directors may by
resolution from time to time confer such power and authority upon any other
person or persons.

      8.9 Fiscal Year. The fiscal year of the Corporation shall commence on the
first day of January of each year (except for the Corporation's first fiscal
year which shall commence on the date of incorporation) and shall end in each
case on December 31.

      8.10 Seal. The seal of the Corporation shall be circular in form and shall
contain the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

      8.11 Books and Records. Except to the extent otherwise required bylaw, the
books and records of the Corporation shall be kept at such place or places
within or without the State of Delaware as may be determined from time to time
by the Board of Directors.

                                   ARTICLE 9.

                               AMENDMENT OF BYLAWS

      9.1 Amendment. Except as otherwise provided by law or by the Certificate
of Incorporation, these Bylaws, as from time to time altered or amended, may be
made, altered or amended by the holders of shares of capital stock representing
at least two-thirds (2/3) of the votes entitled to be cast for the election of
directors of the Corporation, voting together as a single class, in person or by
proxy at any annual or special meeting of the stockholders called for such
purpose, of which the notice shall specify the subject matter of the proposed
alteration or amendment or new bylaw or the article or articles to be affected
thereby, or by written consent of such holders of such number of shares. If the
Certificate of Incorporation so provides, these Bylaws may also be made, altered
or amended by a majority of the whole number of directors then in office.
Notwithstanding anything to the contrary contained in this Section 9.1, the
rights of any Stockholder or group of Stockholders under Section 2.11(b) of
these Bylaws shall not be amended, altered or repealed without the prior written
approval of any such Stockholder or group of Stockholders, as the case may be.


                                       15
<PAGE>

                                   ARTICLE 10.

                                  CONSTRUCTION

      10.1 Construction. In the event of any conflict between the provisions of
these Bylaws as in effect from time to time and the provisions of the
Certificate of Incorporation as in effect from time to time, the provisions of
the Certificate of Incorporation shall be controlling.











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