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                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                          FIRST ACCEPTANCE CORPORATION

                             A DELAWARE CORPORATION

                                    PREAMBLE

These Amended and Restated Bylaws (the "bylaws") are subject to, and governed
by, the General Corporation Law of the State of Delaware (the "Delaware General
Corporation Law") and the restated certificate of incorporation of First
Acceptance Corporation (the "certificate of incorporation"), a Delaware
corporation (the "Corporation"). In the event of a direct conflict between the
provisions of these bylaws and the mandatory provisions of the Delaware General
Corporation Law or the provisions of the certificate of incorporation of the
Corporation, such provisions of the Delaware General Corporation Law or the
certificate of incorporation of the Corporation, as the case may be, will be
controlling.

                                   ARTICLE I
                                    OFFICES

         1.1 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.


         1.2 Other Offices. The Corporation may also have offices at such other
places, both within and 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 II
                            MEETINGS OF STOCKHOLDERS

         2.1 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

         2.2 Special Meeting. Special meetings of the stockholders of the
Corporation may be called by either the board of directors, pursuant to a
resolution approved by a majority of the whole board of directors at the time in
office or the holders of not less than one-third of the common stock of the
Corporation. Special meetings of the preferred stockholders of the Corporation,
and any proposals to be considered at such meetings, may be called and proposed




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as provided by law or in the certificate or certificates establishing the
preferred stock of the Corporation. A special meeting shall be held on such date
and at such time as shall be designated by the person(s) calling the meeting and
stated in the notice of the meeting or in a duly executed waiver of notice of
such meeting. Only such business shall be transacted at a special meeting as may
be stated or indicated in the notice of such meeting or in a duly executed
waiver of notice of such meeting.

         2.3 Place of Meetings. An annual meeting of stockholders may be held at
any place within or without the State of Delaware designated by the board of
directors. A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of stockholders shall be
held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

         2.4 Notice. Written or printed notice stating the place, day, and time
of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, to each stockholder of record entitled to vote at such meeting. If
such notice is to be sent by mail, it shall be directed to such stockholder at
his address as it appears on the records of the Corporation, unless he shall
have filed with the Secretary of the Corporation a written request that notices
to him be mailed to some other address, in which case it shall be directed to
him at such other address.

         2.5 Voting List. At least ten days before each meeting of stockholders,
the Secretary or other officer of the Corporation who has charge of the
Corporation's stock ledger, either directly or through another officer appointed
by him or through a transfer agent appointed by the board of directors, shall
prepare a complete list of stockholders entitled to vote thereat, arranged in
alphabetical order and showing the address of each stockholder and number of
shares registered in the name of each stockholder. For a period of ten days
prior to such meeting, such list shall be kept on file at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of meeting. Such list shall be produced at such meeting and kept at the
meeting at all times during such meeting and may be inspected by any stockholder
who is present.

         2.6 Quorum. The holders of a majority of the outstanding shares
entitled to vote on a matter, present in person or by proxy, shall constitute a
quorum at any meeting of stockholders, except as otherwise provided by law, the
certificate of incorporation of the Corporation, or these bylaws. If a quorum
shall not be present, in person or by proxy, at any meeting of stockholders, the
stockholders entitled to vote thereat who are present, in person or by proxy,
or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting from time to time, without notice other than
announcement at the meeting (unless the board of directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a quorum
shall be present, in person or by proxy. At any adjourned meeting at which a
quorum shall be present, in person or by proxy, any business may be transacted
which may have been transacted at the original meeting had a quorum been
present; provided that, if the adjournment is for more than 30 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



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to vote at the adjourned meeting.

         2.7 Required Vote; Withdrawal of Quorum. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of statute, the certificate of incorporation of the
Corporation, or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question. The
stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

         2.8 Method of Voting; Proxies. Except as otherwise provided in the
certificate of incorporation of the Corporation or by law, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. Elections of directors need
not be by written ballot. At any meeting of stockholders, every stockholder
having the right to vote may vote either in person or by a proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Each such
proxy shall be filed with the Secretary or an Assistant Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and coupled with an interest sufficient in law to support an
irrevocable power or unless otherwise made irrevocable by law.

         2.9 Record Date. For the purpose of determining 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, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, for any such determination of stockholders, such date
in any case to be not more than 60 days prior to such meeting. In addition, the
record date fixed for the purpose of determining stockholders entitled to notice
of or to vote at any meetings or adjournments thereof must be not less than ten
days prior to such meeting. For the purpose of determining stockholders entitled
to consent to corporate action in writing without a meeting, the board of
directors may fix a record date, which record date shall not precede date upon
which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the board of
directors.

If no record date is fixed:

              (a) 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.

              (b) The record date for determining stockholders entitled to
consent to corporation action in writing without a meeting, when no prior action
by the board of directors is


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required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If prior
action by the board of directors is required by law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopt the resolution taking such prior action.

              (c) 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.

              (d) 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.

         2.10 Conduct of Meeting. The Chairman of the Board, if one has been
elected by the Board, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the Chief Executive Officer, if such office has been
filled, and, if not or if the Chief Executive Officer is absent or otherwise
unable to act, the President shall preside at all meetings of stockholders. The
Secretary shall keep the records of each meeting of stockholders. In the absence
or inability to act of any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these bylaws or by a person appointed by the meeting.

         2.11 Inspectors. The Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternative inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the chairman
of the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability. The inspectors shall ascertain the
number of shares of capital stock of the Corporation outstanding and the voting
power of each; determine the number of shares represented at the meeting and the
validity of proxies and ballots; count all votes and ballots; determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors; and certify their determination of
the number of shares represented at the meeting, and their count of all votes
and ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the count of all votes and ballots. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders.

                                  ARTICLE III
                                    DIRECTORS

         3.1 Management. The business and property of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the certificate of incorporation


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of the Corporation, or these bylaws, the board of directors may exercise all the
powers of the Corporation.

         3.2 Number; Qualification; Election; Term. The number of directors that
shall constitute the whole board of directors shall be fixed at nine or at such
other number as may from time to time be approved by the board of directors by a
resolution adopted by a supermajority vote of the board of directors
representing the affirmative vote of no fewer than 75% (rounding to the nearest
whole number) of the persons comprising the whole board of directors serving at
the time of that vote. In no event shall the number of directors that constitute
the whole board of directors be fewer than two or more than twelve. The first
board of directors shall consist of the number of directors named in the
certificate of incorporation of the Corporation or, if no directors are so
named, shall consist of the number of directors elected by the incorporator(s)
at an organizational meeting or by unanimous written consent in lieu thereof.
Thereafter, within the limits above specified, the number of directors which
shall constitute the whole board of directors shall be determined by resolution
adopted by a supermajority vote of the board of directors representing the
affirmative vote of no fewer than 75% (rounding to the nearest whole number) of
the persons comprising the whole board of directors serving at the time of that
vote. Except as otherwise required by law or the certificate of incorporation of
the Corporation and in accordance with Section 5 herein, the directors shall be
nominated and elected at an annual meeting of stockholders at which a quorum is
present. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to be voted generally in
the election of directors. Each director so chosen shall hold office until his
term expires as provided in the certificate of incorporation and until his
successor is elected and qualified or, if earlier, until his death, resignation,
or removal from office. None of the directors need be a stockholder of the
Corporation or a resident of the State of Delaware. Each director must have
attained the age of majority.

         3.3 Change in Number. No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director.

         3.4 Nominations.

             (a) Only persons who are nominated in accordance with the
procedures set forth in Article VII of the certificate of incorporation or these
bylaws shall be eligible to serve as directors. Nominations of persons for
election to the board of directors of the Corporation may be made at a meeting
of stockholders by or at the direction of the board of directors if such
nominations have been made in accordance with the procedures set forth in
Section 3.4(b) of these bylaws.

             (b) In order for the board of directors to make nominations for the
election of directors as provided in Section 3.4(a) of these bylaws, such
nominations must first be proposed to the board of directors by a nominating
committee established in accordance with Article IV of these bylaws, and such
proposed nominations must then be approved by a resolution of a supermajority
vote of the board of directors representing the affirmative vote of no fewer
than 75% (rounding to the nearest whole number) of the persons comprising the
whole board of directors of the Corporation.


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             (c) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in
Article VII of the certificate of incorporation or this section 3.4. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by this section, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.

         3.5 Removal. Except as otherwise provided in the certificate of
incorporation of the Corporation, a director of any class of directors of the
Corporation shall be removed before the expiration date of that director's term
of office, with or without cause, by an affirmative vote of the holders of a
majority of the outstanding shares of the class or classes or series of stock
then entitled to be voted generally in an election of directors of that class or
series, voting together as a single class, cast at the annual meeting of
stockholders or at any special meeting of stockholders called by a majority of
the whole board of directors or as set forth in the certificate of incorporation
of the Corporation; provided, however, if the stockholders have the right to
cumulate votes in the election of directors pursuant to the certificate of
incorporation of the Corporation, if less than the entire board of directors is
to be removed, no one of the directors may be removed if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire board of directors.

         3.6 Vacancies. Vacancies in the board of directors resulting from
death, resignation, retirement, disqualification, removal, or other cause and
newly-created directorships resulting from any increase in the authorized number
of directors shall be filled by no less than a supermajority vote of the board
of directors representing the affirmative vote of no fewer than 75% (rounding to
the nearest whole number) of the persons comprising the whole board of
directors, though less than a quorum, who are designated to represent the same
class or classes or series of stockholders that the vacant position, when
filled, is to represent, by the sole remaining director, or by the affirmative
vote required by law or by the certificate of incorporation of the holders of
the outstanding shares of the class or classes or series of stock then entitled
to be voted in an election of directors of that class or classes or series (but
not by the common stockholders except as required by law), voting together as a
single class, and each director shall hold office until the first meeting of
stockholders held after his election for the purpose of electing directors of
that classification and until his successor is elected and qualified or until
his earlier death, resignation, or removal. Except as otherwise provided in the
certificate of incorporation, when one or more directors shall resign from the
board of directors, effective at a future date, a supermajority vote of the
board of directors representing the affirmative vote of no fewer than 75%
(rounding to the nearest whole number) of the persons comprising the whole board
of directors, including those who have so resigned, shall have the 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 provided in these bylaws with respect to the filling of other
vacancies.

         3.7 Meetings of Directors. The directors may hold their meetings and
may have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Delaware as the board of directors may from time to time determine or as shall
be specified in the notice of any such meeting or duly executed waiver of notice
of any such meeting.


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         3.8 First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of stockholders, and no further notice of such meeting shall be
necessary.

         3.9 Election of Officers. At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation.

         3.10 Regular Meetings. Regular meetings of the board of directors shall
be held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall not
be required.

         3.11 Special Meetings. Special meetings of the board of directors shall
be held whenever called by the Chairman of the Board or any director.

         3.12 Notice. The Secretary shall give notice of each special meeting to
each director at least 24 hours before the meeting. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.

         3.13 Quorum; Majority Vote. At all meetings of the board of directors,
a majority of the directors fixed in the manner provided in these bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
board of directors there shall be less than a quorum present, a majority of
those present or any director solely present may adjourn the meeting from time
to time without further notice. Unless the act of a greater number is required
by law, the certificate of incorporation of the Corporation, or these bylaws,
the act of a majority of the directors present at a meeting at which a quorum is
in attendance shall be the act of the board of directors. At any time that the
certificate of incorporation of the Corporation provides that directors elected
by the holders of a class or series of stock shall have more or less than one
vote per director on any matter, every reference in these bylaws to a majority
or other proportion of directors shall refer to a majority or other proportion
of the votes of such directors.

         3.14 Procedure. At meetings of the board of directors, business shall
be transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if one has been elected by the Board, and,
if not or if the Chairman of the Board is absent or otherwise unable to act, a
chairman shall be chosen by the board of directors from among the directors
present. The Secretary of the Corporation shall act as the secretary of each
meeting of the board of directors unless the board of directors appoints another
person to act as secretary of the meeting. The board of directors shall keep
regular minutes of its proceedings which shall be placed in the minute book of
the Corporation.

         3.15 Compensation. The board of directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that


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nothing contained herein shall be construed to preclude any director from
serving the Corporation in any other capacity or receiving compensation
therefor.

         3.16 Chairman of the Board. The Board of Directors may from time to
time elect one of the directors to serve as Chairman of the Board. The Chairman
of the Board shall preside at all meetings of the Board of Directors and of the
stockholders of the Corporation. The Chairman of the Board may, but need not be,
an officer of the Corporation.

                                   ARTICLE IV
                                   COMMITTEES

         4.1 Designation. The board of directors may, by resolution adopted by a
majority of the whole board of directors, designate one or more committees.

         4.2 Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the whole board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the whole board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member by a
majority of the whole board of directors, or as a director.

         4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and
property of the Corporation except to the extent expressly restricted by law,
the certificate of incorporation of the Corporation, or these bylaws.

         4.4 Committee Changes. The board of directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.

         4.5 Alternate Members of Committees. The board of directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee 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.

         4.6 Regular Meetings. Regular meetings of any committee may be held
without further notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.

         4.7 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least 24 hours before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any


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committee need be specified in the notice or waiver of notice of any special
meeting.

         4.8 Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the certificate of incorporation of
the Corporation, these bylaws or the resolutions creating the committee.

         4.9 Minutes. Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the board of directors upon the request
of the board of directors. The minutes of the proceedings of each committee
shall be delivered to the Secretary of the Corporation for placement in the
minute books of the Corporation.

         4.10 Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

                                   ARTICLE V
                                     NOTICE

         5.1 Method. Whenever by statute, the certificate of incorporation of
the Corporation, or these bylaws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how
such notice shall be given, personal notice shall not be required and any such
notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or stockholder at his address as it appears on the
books (or in the case of a stockholder, the stock transfer records of the
Corporation), or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given upon the time when the same is deposited in the United States mail;
provided that, with respect to any notice given to a director by mail, the
Corporation shall telefax or send by overnight courier a copy of such notice
(the "Concurrent Mail Notice"), on the same day that such notice is deposited in
the mail, to a fax number or street address previously provided by a director in
writing to the Corporation; and provided further, however, that failure of a
director to receive the Concurrent Mail Notice shall not affect the validity of
the notice given by mail. Any notice required or permitted to be given by
overnight courier service shall be deemed to be delivered and given upon the
time delivered to such service with all charges prepaid and addressed as
aforesaid; provided that, with respect to any notice given to a director by
overnight courier service, the Corporation shall telefax a copy of such notice
(the "Concurrent Courier Notice"), on the same day that such notice is deposited
with the courier service, to a fax number previously provided by a director in
writing to the Corporation; and provided further, however, that failure of a
director to receive the Concurrent Courier Notice shall not affect the validity
of the notice given by overnight courier service. Any notice required or
permitted to be given by telegram, telex, or telefax shall be deemed to be
delivered and given upon the time transmitted as aforesaid.


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         5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these bylaws, a waiver
thereof in writing signed by the person or person entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends 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.

                                   ARTICLE VI
                                    OFFICERS

         6.1 Number; Titles; Term of Office. The officers of the Corporation
shall be a President, a Secretary, and such other officers as the board of
directors may from time to time elect or appoint, including, without limitation,
a Chief Executive Officer, one or more Vice Presidents (with each Vice President
to have such descriptive title, if any, as the board of directors shall
determine), and a Treasurer. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified, until his death, or until
he shall resign or shall have been removed in the manner hereinafter provided.
Any two or more offices may be held by the same person. None of the officers
need be a stockholder or a director of the Corporation or a resident of the
State of Delaware. 6.2 Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interest of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

         6.3 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal or otherwise) may be filled by the board of
directors.

         6.4 Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these bylaws or
as may be determined by resolution of the board of directors not inconsistent
with these bylaws.

         6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the board of directors; provided, however,
that the board of directors may delegate the power to determine the compensation
of any officer or agent (other than an officer to whom such power is delegated)
to a committee of the board of directors, the Chief Executive Officer, or the
President.

         6.6 Chief Executive Officer. Subject to the control of the board of
directors, the Chief Executive Officer shall have general supervision of the
affairs of the Corporation and shall have general and active control of all its
business. He shall preside, in the absence of the Chairman of the Board, at all
meetings of stockholders. He shall see that all orders and resolutions of the
board of directors and the stockholders are carried into effect. He shall have
general executive charge, management, and control of the properties and
operations of the


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Corporation in the ordinary course of its business, with all such powers with
respect to such properties and operations as may be reasonably incident to such
responsibility, and shall have such powers and authority usually appertaining to
the chief executive officer of a corporation, except as otherwise provided in
these bylaws.

         6.7 President. The President shall have such powers and duties as may
be assigned to him by the Chief Executive Officer. If the board of directors has
not elected a Chief Executive Officer or in the absence or inability to act of
the Chief Executive Officer, the President shall exercise all of the powers and
discharge all of the duties of the Chief Executive Officer.

         6.8 Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the board of directors, the Chief Executive
Officer or the President, and (in order of their seniority as determined by the
board of directors or, in the absence of such determination, as determined by
the length of time they have held the office of Vice President) shall exercise
the powers of the President during that officer's absence or inability to act.

         6.9 Treasurer. The Treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chief Executive Officer or the
President. He may sign with the Chief Executive Officer, the President, or a
Vice President, all certificates for shares of stock of the Corporation.

         6.10 Assistant Treasurers. Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the board of directors, the Chief
Executive Officer, the President, or the Treasurer. The Assistant Treasurers (in
the order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Treasurer) shall exercise the powers of the
Treasurer during that officer's absence or inability to act.

         6.11 Secretary. Except as otherwise provided in these bylaws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices. He may sign with the Chief Executive
Officer, the President, a Vice President, or the Treasurer, in the name of the
Corporation, all contracts of the Corporation and affix the seal of the
Corporation thereto. He may sign with the Chief Executive Officer, the
President, or a Vice President, all certificates for shares of stock of the
Corporation, and he shall have charge of the certificate books, transfer books,
and stock papers as the board of directors may direct, all of which shall at all
reasonable times be open to inspection by any director upon application at the
office of the Corporation during business hours. He shall in general perform all
duties incident to the office of the Secretary, subject to the control of the
board of directors, the Chief Executive Officer, and the President.

         6.12 Assistant Secretaries. Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the board of directors, the Chief
Executive Officer, the President, or the Secretary. The Assistant Secretaries
(in the order of their seniority as determined by the


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<PAGE>

board of directors or, in the absence of such a determination, as determined by
the length of time they have held the office of Assistant Secretary) shall
exercise the powers of the Secretary during that officer's absence or inability
to act.

                                  ARTICLE VII
                          CERTIFICATES AND STOCKHOLDERS

         7.1 Certificates for Shares. Certificate for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chief Executive Officer, the
President, or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or registrar
who has signed, or whose facsimile signature has been placed upon, a certificate
has ceased to be such officer, transfer agent, or registrar before such
certificate is issued, such certificate 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. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued and shall exhibit the
holder's name and the number of shares.

         7.2 Replacement of Lost or Destroyed Certificates. The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

         7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Subject
to the Corporation's right under the certificate of incorporation to disallow
the transfer of shares in certain circumstances, upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

         7.4 Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

         7.5 Regulations. The board of directors shall have the power and
authority to make



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<PAGE>

all such rules and regulations as the board of directors deems expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

         7.6 Legends. The board of directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends as
the board of directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

         8.1 Dividends. Subject to provisions of law and the certificate of
incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and payment
shall be at the discretion of the board of directors.

         8.2 Reserves. There may be created by the board of directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

         8.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors (and any committees thereof) and shall keep
at its registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
addresses of all stockholders and the number and class of the shares held by
each.

         8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by
the board of directors; provided, that if such fiscal year is not fixed by the
board of directors and the selection of the fiscal year is not expressly
deferred by the board of directors, the fiscal year shall end on June 30.

         8.5 Seal. The seal of the Corporation shall be such as from time to
time may be approved by the board of directors.

         8.6 Resignations. Any director, committee member, or officer may resign
by giving written notice to the board of directors, the Chief Executive Officer,
the President, or the Secretary. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

         8.7 Securities of Other Corporations. The Chief Executive Officer, the
President, or any Vice President of the Corporation shall have the power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.


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<PAGE>

         8.8 Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation of the Corporation, any action required or
permitted to be taken at a meeting of the stockholders of the Corporation, the
board of directors, or of any committee of the board of directors, may be taken
without a meeting if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action as required by law or the certificate of incorporation of the
Corporation, all the directors or all the committee members, as the case may be,
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a vote of such stockholders, directors
or committee members, as the case may be, and may be stated as such in any
certificate or document filed with the Secretary of State of the State of
Delaware or in any certificate delivered to any person. Such consent or consents
shall be filed with the minutes of proceedings of the stockholders, board of
directors or committee, as the case may be.

         8.9 Invalid Provisions. If any part of these bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

         8.10 Mortgages, etc. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.

         8.11 Headings. The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

         8.12 References. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender shall
include each other gender where appropriate.

         8.13 Amendments. These bylaws may be altered, amended, or repealed or
new bylaws may be adopted by the board of directors, or by the affirmative vote
of the holders of not less than a majority of the outstanding shares of stock
then entitled to be voted generally in an election of directors, voting together
as a single class, subject to any additional rights of any outstanding class or
series of shares of the Corporation described in the certificate of
incorporation of the Corporation; provided that any alteration to or the
amendment or repeal of or the adoption of any bylaw that supercedes or otherwise
contravenes any section or provision of these bylaws requiring the vote by a
supermajority vote of the board of directors representing the affirmative vote
of no fewer than 75% (rounding to the nearest whole number) of the persons
comprising the whole board of directors must be approved by a supermajority vote
of the board of directors representing the affirmative vote of no fewer than 75%
(rounding to the nearest whole number) of the persons comprising the whole board
of directors.



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