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                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                                   AVAYA INC.
                       (formerly known as Lucent EN Corp.)

                            Approved November 2, 2000



                                    ARTICLE I

                               Offices And Records

        SECTION 1.01. Delaware Office. The principal office of the Avaya Inc.
(the "Corporation") in the State of Delaware shall be located in the City of
Wilmington, County of New Castle, and the name and address of its registered
agent is The United States Corporation Company.

        SECTION 1.02. Other Offices. The Corporation may have such other
offices, either within or without the State of Delaware, as the board of
directors of the Corporation (the "Board of Directors", and each member thereof,
a "Director") may designate or as the business of the Corporation may from time
to time require.

        SECTION 1.03. Books and Records. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors.


                                   ARTICLE II

                                  Stockholders

        SECTION 2.01. Annual Meeting. The annual meeting of the stockholders of
the Corporation shall be held on such date and at such time as may be fixed by
resolution of the Board of Directors.


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        SECTION 2.02. Special Meeting. Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over the common stock, par value $0.01 per share, of the Corporation
(the "Common Stock") as to dividends or upon liquidation, special meetings of
stockholders of the Corporation for any purpose or purposes may be called only
by (a) the Board of Directors pursuant to a resolution stating the purpose or
purposes thereof approved by a majority of the total number of Directors which
the Corporation would have if there were no vacancies (the "Whole Board"), or
(b) by the Chairman of the Board of Directors (the "Chairman of the Board"). In
addition, prior to the Trigger Date (as defined in the Restated Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation")), the
Corporation will call a special meeting of stockholders promptly upon request by
Lucent Technologies Inc., a Delaware corporation ("Lucent") if such entity is a
stockholder of the Corporation. No business other than that stated in the notice
shall be transacted at any special meeting.

        SECTION 2.03. Place of Meeting. The Board of Directors or the Chairman
of the Board, as the case may be, may designate the place, if any, of meeting
for any annual meeting or for any special meeting of the stockholders. If no
designation is so made, the place of meeting shall be the principal office of
the Corporation.

        SECTION 2.04. Notice of Meeting. Notice, stating the place, day and hour
of the meeting and the purpose or purposes for which the meeting is called,
shall be delivered by the Corporation not less than 10 calendar days nor more
than 60 calendar days before the date of the meeting, either personally, by mail
or by other lawful means, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at such person's address as it appears on the stock transfer books
of the Corporation. Such further notice shall be given as may be required by
law. Only such business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the Corporation's
notice of meeting. Meetings may be held without notice if all stockholders
entitled to notice are present (except when stockholders entitled to notice
attend the meeting for the express purpose of objecting, at the beginning of the
meeting, because the meeting is not lawfully called or convened), or if notice
is waived by those not present in accordance with Section 6.04. Any previously
scheduled meeting of the stockholders may be postponed, and any special meeting
of the stockholders may be canceled, by resolution of the Board of Directors
upon public notice given prior to the date previously scheduled for such meeting
of stockholders.

        SECTION 2.05. Quorum and Adjournment; Voting. Except as otherwise
provided by law or by the Certificate of Incorporation, the holders of a
majority of the voting power of all outstanding shares of the Corporation
entitled to vote generally in the election of Directors (the "Voting Stock"),
represented in


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person or by proxy, shall constitute a quorum at a meeting of stockholders,
except that when specified business is to be voted on by a class or series of
stock voting as a class, the holders of a majority of the shares of such class
or series shall constitute a quorum of such class or series for the transaction
of such business. The chairman of the meeting may adjourn the meeting from time
to time, whether or not there is such a quorum. No notice of the time and place
of adjourned meetings need be given except as required by law. The stockholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

        SECTION 2.06. Proxies. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing (or in such manner prescribed by the
General Corporation Law of the State of Delaware (the "DGCL")) by the
stockholder, or by such person's duly authorized attorney in fact.

        SECTION 2.07. Notice of Stockholder Business and Nominations.

        (a) Annual Meetings of Stockholders. (i) Nominations of persons for
election to the Board of Directors and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders (A)
pursuant to the Corporation's notice of meeting pursuant to Section 2.04, (B) by
or at the direction of the Board of Directors, (C) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-Law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law, or (D) in respect
of the which the record date is prior to the Trigger Date, by Lucent.

        (ii) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(i) of
this Section 2.07, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary of the Corporation at
the principal executive offices of the Corporation not later than the close of
business on the 45th calendar day nor earlier than the close of business on the
75th calendar day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 calendar days before or more than 60 calendar days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 75th calendar day prior
to such annual meeting and not later than the close of business on the later of
the 45th calendar day prior to such annual meeting or the 10th calendar day
following the calendar day on which public announcement of the date of such
meeting is first made by the Corporation. For purposes of determining whether a
stockholder's notice shall have been delivered in a timely manner for the annual
meeting of stockholders in 2002, the first anniversary of the previous year's
meeting shall be deemed to be February 15, 2002. In no event shall the public
announcement of an
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adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth (A) as to each person whom the stockholder proposes to nominate for
election or reelection as a Director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); (B) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend these By-Laws, the language of the
proposed amendment), the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (C) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (1) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner, (2) the
class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner, (3) 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 propose such business or nomination, and (4) a representation whether
the stockholder or the beneficial owner, if any, intends or is part of a group
which intends (x) to deliver a proxy statement and/or form of proxy to holders
of at least the percentage of the Corporation's outstanding capital stock
required to approve or adopt the proposal or elect the nominee and/or (y)
otherwise to solicit proxies from stockholders in support of such proposal or
nomination. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such annual meeting. The
Corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a Director.

        (iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this Section 2.07 to the contrary, in the event that the number of
Directors to be elected to the Board of Directors is increased and there is no
public announcement by the Corporation naming all of the nominees for Director
or specifying the size of the increased Board of Directors at least 55 calendar
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the

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Corporation not later than the close of business on the 10th calendar day
following the day on which such public announcement is first made by the
Corporation.

        (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting under Section 2.04.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which Directors are to be elected pursuant to
the Corporation's notice of meeting (i) by or at the direction of the Board of
Directors, or (ii) provided that the Board of Directors has determined that
Directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law, or prior to
the Trigger Date, by Lucent. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more Directors to the
Board of Directors, any stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the Corporation's
notice of meeting pursuant to such clause (ii), if the stockholder's notice
required by paragraph (a)(ii) of this Section 2.07 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the close of business on the 75th calendar day prior to such special meeting and
not later than the close of business on the later of the 45th calendar day prior
to such special meeting or the 10th calendar day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

        (c) General. (i) Only such persons who are nominated in accordance with
the procedures set forth in this Section 2.07 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law. Except as otherwise provided by law, the Certificate
of Incorporation or these By-Laws, the chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 2.07 (including whether
the stockholder or beneficial owner, if any, on whose behalf the nomination or
proposal is made solicited (or is part of a group which solicited) or did not so
solicit, as the case maybe, proxies in support of such stockholder's nominee or
proposal in compliance with such stockholder's representation as required by
clause (a)(ii)(C)(4) of this Section 2.07) and, if any proposed nomination or
business is not in compliance with this By-Law, to declare that such defective
proposal or nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section 2.07, if the stockholder (or a qualified
representative of the stockholder) does not appear at the annual or special

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meeting of stockholders of the Corporation to present a nomination or business,
such nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation.

        (ii) For purposes of this By-Law, "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 Section 13,
14 or 15 (d) of the Exchange Act.

        (iii) Notwithstanding the foregoing provisions of this Section 2.07, 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 2.07. Nothing in this Section 2.07 shall be deemed to
affect any rights (a) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of preferred stock of the Corporation
("Preferred Stock") to elect Directors under an applicable Preferred Stock
Designation (as defined in the Certificate of Incorporation).

        SECTION 2.08. Procedure for Election of Directors; Required Vote.
Election of Directors at all meetings of the stockholders at which Directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any series of Preferred Stock to elect Directors under an applicable Preferred
Stock Designation, a plurality of the votes cast thereat shall elect Directors.
Except as otherwise provided by law, the Certificate of Incorporation, Preferred
Stock Designation, applicable stock exchange rules or other rules and
regulations applicable to the Corporation or these By-Laws, in all matters other
than the election of Directors, the affirmative vote of a majority of the voting
power of the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter shall be the act of the stockholders.

        SECTION 2.09. Inspectors of Elections; Opening and Closing the Polls.
(a) The Board of Directors by resolution shall appoint, or shall authorize an
officer of the Corporation to appoint, one or more inspectors, which inspector
or inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspector(s)
to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or 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 discharging such person's duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of such person's ability. The inspector(s) shall have the
duties prescribed by law.

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        (b) The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the person presiding over the meeting. The Board of
Directors may adopt by resolution such rules and regulations for the conduct of
the meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the person presiding over any meeting of stockholders shall have the
right and authority to convene and to adjourn the meeting, to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
such presiding officer, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the Board of Directors
or prescribed by the presiding officer of the meeting, may include, without
limitation, the following: (i) an agenda or order of business for the meeting;
(ii) rules and procedures for maintaining order at the meeting and the safety of
those present; (iii) limitations on attendance at or participation in the
meeting to stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions
or comments by participants. The presiding officer at any meeting of
stockholders, in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if such presiding officer should so determine,
such person shall so declare to the meeting that any such matter or business not
properly brought before the meeting shall not be transacted or considered.
Unless and to the extent determined by the Board of Directors or the person
presiding over the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.

                                   ARTICLE III

                               Board of Directors

        SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-Laws required to be exercised or
done by the stockholders.

        SECTION 3.02. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law in conjunction
with the annual meeting of stockholders. The Board of Directors may, by
resolution, provide the time and place for the holding of additional regular
meetings without other notice than such resolution

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        SECTION 3.03. Special Meetings. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or a majority of the Board of Directors then in office. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place and time of the meetings.

        SECTION 3.04. Notice. Notice of any special meeting of Directors shall
be given to each Director at such person's business or residence in writing by
hand delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, orally by telephone or any other lawful means. If mailed
by first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon prepaid,
at least 5 calendar days before such meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least 24 hours before such meeting.
If by facsimile transmission, such notice shall be deemed delivered adequately
delivered when the notice is transmitted at least 12 hours before such meeting.
If by telephone, by hand delivery or by other lawful means, the notice shall be
given at least 12 hours prior to the time set for the meeting. 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 of such meeting,
except for amendments to these By-Laws, as provided under Section 8.01. A
meeting may be held at any time without notice if all the Directors are present
(except when Directors attend for the express purpose of objecting, at the
beginning of the meeting, because it is not lawfully called or conveyed) or if
those not present waive notice of the meeting either before or after such
meeting

        SECTION 3.05. Action By Consent of Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
of Directors or committee, as the case may be, consent thereto in accordance
with applicable law.

        SECTION 3.06. Conference Telephone Meetings. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting

        SECTION 3.07. Quorum. Subject to Article VII of the Certificate of
Incorporation, a whole number of Directors equal to at least a majority of the
Whole Board shall constitute a quorum for the transaction of business, but if at
any meeting of the Board of Directors there shall be less than a quorum present,
a majority of the Directors present may adjourn the meeting from time to time
without further notice. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

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        SECTION 3.08. Executive and Other Committees.
(a) The Board of Directors may designate an Executive Committee to exercise,
subject to applicable provisions of law, all the powers of the Board of
Directors in the management of the business and affairs of the Corporation when
the Board of Directors is not in session, including without limitation the power
to declare dividends, to authorize the issuance of the Corporation's capital
stock and to adopt a certificate of ownership and merger pursuant to Section 253
of the DGCL, and may, by resolution similarly adopted, designate one or more
other committees. The Executive Committee and each such other committee shall
consist of one or more Directors. The Board of Directors may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee,
other than the Executive Committee (the powers of which are expressly provided
for herein), may to the extent permitted by law exercise such powers and shall
have such responsibilities as shall be specified in the designating resolution.
In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting 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. Each committee shall keep
written minutes of its proceedings and shall report such proceedings to the
Board of Directors when required.

        (b) A majority of any committee may determine its action and fix the
time and place of its meetings, unless the Board of Directors shall otherwise
provide. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Section 3.04. The Board of Directors shall have
power at any time to fill vacancies in, to change the membership of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
of Directors from appointing one or more committees consisting in whole or in
part of persons who are not Directors; provided, however, that no such committee
shall have or may exercise any authority of the Board of Directors.

        SECTION 3.09. Records. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board of
Directors and of the stockholders, appropriate stock books and registers and
such books of records and accounts as may be necessary for the proper conduct of
the business of the Corporation


                                   ARTICLE IV

                                    Officers

        SECTION 4.01. Elected Officers. The elected officers of the Corporation
shall be a Chairman of the Board, a Chief Executive Officer, a President, a
Secretary, a Treasurer, and such other officers (including, without

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limitation, Senior Vice Presidents and Executive Vice Presidents and Vice
Presidents) as the Board of Directors from time to time may deem proper. The
Chairman of the Board shall be chosen from among the Directors. All officers
elected by the Board of Directors shall each have such powers and duties as
generally pertain to their respective offices, subject to the specific
provisions of this Article IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee thereof. The Board of Directors or any committee thereof may from time
to time elect, or the Chairman of the Board or President may appoint, such other
officers (including one or more Vice Presidents, Controllers, Assistant
Secretaries and Assistant Treasurers), as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
provided in these By-Laws or as may be prescribed by the Board of Directors or
such committee or by the Chairman of the Board or President, as the case may be.

        SECTION 4.02. Election and Term of Office. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held in conjunction with the annual meeting of
the stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until such person's successor shall have been duly elected and shall
have qualified or until such person's death or until he shall resign or be
removed pursuant to Section 4.08.

        SECTION 4.03. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors. The
Chairman of the Board shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental to such
person's office which may be required by law and all such other duties as are
properly required of him by the Board of Directors. He shall make reports to the
Board of Directors and the stockholders, and shall see that all orders and
resolutions of the Board of Directors and of any committee thereof are carried
into effect. The Chairman of the Board may also serve as an officer of the
Corporation, if so elected by the Board of Directors. The Directors also may
elect a Vice-Chairman to act in the place of the Chairman of the Board upon his
or her absence or inability to act.

        SECTION 4.04. Chief Executive Officer; President.
(a) The Chief Executive Officer shall act in a general executive capacity and
shall assist the Chairman of the Board in the administration and operation of
the Corporation's business and general supervision of its policies and affairs.
The Chief Executive Officer, if he or she is also a Director, shall, in the
absence of or because of the inability to act of the Chairman of the Board (or
any Vice-Chairman), perform all duties of the Chairman of the Board and preside
at all meetings of stockholders and of the Board of Directors

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(b) The President shall have such powers and duties as may be delegated to him
or her by the Chairman of the Board, the Board or the Chief Executive Officer.
The President shall perform the duties and exercise the powers of the Chief
Executive Officer in the event of the Chief Executive Officer's absence or
disability.

        SECTION 4.05. Vice Presidents. Each Senior Vice President and Executive
Vice President and any Vice President shall have such powers and shall perform
such duties as shall be assigned to him by the Board of Directors or by the
President.

        SECTION 4.06. (a) Treasurer. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as may be authorized by the Board of Directors, or in such banks as may be
designated as depositories in the manner provided by resolution of the Board of
Directors. The Treasurer shall have such further powers and duties and shall be
subject to such directions as may be granted or imposed from time to time by the
Board of Directors, the Chairman of the Board or the President.

        (b) The Treasurer may designate one or more Assistant Treasurers who
shall have such of the authority and perform such of the duties of the Treasurer
as may be assigned to them by the Board of Directors, the Chairman of the Board
or the Treasurer. During the Treasurer's absence or inability, the Treasurer's
authority and duties shall be possessed by such Assistant Treasurer(s) as the
Board of Directors, the Chairman or Vice Chairman of the Board or the President
may designate.

        SECTION 4.07. Secretary. (a) The Secretary shall keep or cause to be
kept in one or more books provided for that purpose, the minutes of all meetings
of the Board of Directors, the committees of the Board of Directors and the
stockholders; the Secretary shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of the records and the seal of the Corporation and affix and attest
the seal to all stock certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as hereinafter provided)
and affix and attest the seal to all other documents to be executed on behalf of
the Corporation under its seal and shall see that the books, reports,
statements, certificates and other documents and records required by law to be
kept and filed are properly kept and filed; and in general, shall perform all
the duties incident to the office of Secretary and such other duties as from
time to time may be assigned to the Secretary by the Board of Directors, the
Chairman of the Board or the President.

        (b) The Secretary may designate one or more Assistant Secretaries who
shall have such of the authority and perform such of the duties of the Secretary
as may be provided in these By-Laws or assigned to them by the Board of
Directors or the Chairman of the Board or by the Secretary. During the
Secretary's absence or inability, the Secretary's authority and duties shall be

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possessed by such Assistant Secretary or Assistant Secretaries as the Board of
Directors, the Chairman of the Board, the President or a Vice Chairman of the
Board of Directors may designate.

        SECTION 4.08. Removal. Any officer elected, or agent appointed, by the
Board of Directors may be removed by the affirmative vote of a majority of the
Board of Directors whenever, in their judgment, the best interests of the
Corporation would be served thereby. Any officer or agent appointed by the
Chairman of the Board or the President may he removed by him or her whenever, in
such person's judgment, the best interests of the Corporation would be served
thereby. No elected officer shall have any contractual rights against the
Corporation for compensation by virtue of such election beyond the date of the
election of such person's successor, such person's death, such person's
resignation or such person's removal, whichever event shall first occur, except
as otherwise provided in an employment contract or under an employee benefit
plan.

        SECTION 4.09. Vacancies. A newly created elected office and a vacancy in
any elected office because of death, resignation, or removal may be filled by
the Board of Directors for the unexpired portion of the term at any meeting of
the Board of Directors. Any vacancy in an office appointed by the Chairman of
the Board or the President because of death, resignation, or removal may be
filled by the Chairman of the Board or the President.

                                    ARTICLE V

                        Stock Certificates and Transfers

        SECTION 5.01. Stock Certificates and Transfers. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the Corporation may from time to time prescribe. The
shares of the stock of the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by such person's attorney, upon
surrender for cancelation of certificates for at least the same number of
shares, with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require. The certificates of stock
shall be signed, countersigned and registered in such manner as the Board of
Directors may by resolution prescribe or as may otherwise be permitted by
applicable law, which resolution may permit all or any of the signatures on such
certificates to be in facsimile. In case 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, 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. Notwithstanding the foregoing provisions regarding share certificates,
the Corporation may provide that, subject to the rights of stockholders under
applicable law, some or all of any

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or all classes or series of the Corporation's common or any preferred shares may
be uncertificated shares.

        SECTION 5.02. Lost, Stolen or Destroyed Certificates. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by such
surety, as the Board of Directors or any financial officer may in its or such
person's discretion require.


                                   ARTICLE VI

                            Miscellaneous Provisions

        SECTION 6.01. Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of October and end on the last day of September of each
year.

        SECTION 6.02. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.

        SECTION 6.03. Seal. The corporate seal shall have inscribed thereon the
words "Corporate Seal," the year of incorporation and the word "Delaware."

        SECTION 6.04. Waiver of Notice. Whenever any notice is required to be
given to any stockholder or Director under the provisions of the DGCL or these
By-Laws, a waiver thereof given in accordance with applicable law shall be
deemed equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any annual or special meeting of the
stockholders or the Board of Directors or committee thereof need be specified in
any waiver of notice of such meeting.

        SECTION 6.05. Audits. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be done annually.

        SECTION 6.06. Resignations. Any Director or any officer, whether elected
or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President, or the Secretary, and
such resignation shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the President, or

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the Secretary, or at such later time as is specified therein. No formal action
shall be required of the Board of Directors or the stockholders to make any such
resignation effective.


                                   ARTICLE VII

                            Contracts, Proxies, Etc.

        SECTION 7.01. Contracts. Except as otherwise required by law, the
Certificate of Incorporation, a Preferred Stock Designation, or these By-Laws,
any contracts or other instruments may be executed and delivered in the name and
on the behalf of the Corporation by such officer or officers of the Corporation
as the Board of Directors may from time to time direct. Such authority may be
general or confined to specific instances as the Board of Directors may
determine. The Chairman of the Board, the President or any Senior Vice
President, Executive Vice President or Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed or for or
on behalf of the Corporation. Subject to any restrictions imposed by the Board
of Directors or the Chairman of the Board, the President or any Senior Vice
President, Executive Vice President or Vice President of the Corporation may
delegate contractual powers to others under such person's jurisdiction, it being
understood, however, that any such delegation of power shall not relieve such
officer of responsibility with respect to the exercise of such delegated power.

        SECTION 7.02. Proxies. Unless otherwise provided by resolution adopted
by the Board of Directors, the Chairman of the Board, the President or any
Senior Vice President, Executive Vice President or Vice President may from time
to time appoint an attorney or attorneys or agent or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as the holders of stock or other securities
in any other entity, any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other entity, or to consent in accordance with applicable law, in the name of
the Corporation as such holder, to any action by such other entity, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal or otherwise,
all such proxies or other instruments as he may deem necessary or proper in the
premises.


                                  ARTICLE VIII

                                   Amendments

        SECTION 8.01. Amendments. The By-Laws may be altered or repealed and new
By-Laws may be adopted (a) at any annual or special meeting


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of stockholders by the affirmative vote of the holders of a majority of the
voting power of the stock issued and outstanding and entitled to vote thereat,
provided, however, that any proposed alteration or repeal of, or the adoption of
any By-Law inconsistent with, Section 2.02 or 2.07 by the stockholders shall
require the affirmative vote of the holders of at least 80% of the voting power
of all Voting Stock then outstanding, voting together as a single class, and
provided, further, however, that, in the case of any such stockholder action at
a special meeting of stockholders, notice of the proposed alteration, repeal or
adoption of the new By-Law or By-Laws must be contained in the notice of such
special meeting, or (b) by the affirmative vote of a majority of the Whole
Board