EXHIBIT 3.2.1

                           AMENDED AND RESTATED BYLAWS

                                       OF

                RELIANT ENERGY POWER GENERATION MERGER SUB, INC.

                       (hereinafter called the "Company")



                                    Article I

                                  Capital Stock


     SECTION 1. CERTIFICATES REPRESENTING SHARES. The shares of stock of the
Company shall be represented by certificates of stock, signed in the name of the
Company (a) by the Chairman of the Board, the President or a Vice President and
(b) by the Treasurer or an Assistant Treasurer, or the Corporate Secretary or an
Assistant Corporate Secretary, of the Company, certifying the number of shares
of stock in the Company owned by the holder named in the certificate. Any or all
of the signatures of such officers on the certificate may be facsimiles. In case
any officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Company with the same effect as if he were such
officer at the date of its issuance.

     SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Company alleged to have been lost, stolen or
destroyed, upon the receipt of an affidavit of the fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issuance of a new certificate, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to give the
Company a bond sufficient to indemnify it against any claim that may be made
against the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

     SECTION 3. TRANSFERS OF STOCK. Stock of the Company shall be transferable
in the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Company only by the person named in the certificate or
by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 4. BENEFICIAL OWNERS. The Company shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
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.

     SECTION 5. DIVIDENDS. Dividends upon the capital stock of the Company,
subject to the provisions of the Amended and Restated Certificate of
Incorporation of the Company, as amended from time to time (the "Restated
Certificate of Incorporation"), if any, 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 capital stock of the Company. Before payment of any
dividend, there may be set aside out of any funds of the Company available for
dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Company, or for any proper purpose, and the Board of Directors
may modify or abolish any such reserve.


                                   Article II

                                  Stockholders


     SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, 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 thereof.

     SECTION 2. ANNUAL MEETINGS. The annual meetings of the stockholders shall
be held on such date and at such time as shall be designated from time to time
by the board of directors of the Company (the "Board of Directors") and stated
in the notice of the meeting, at which meetings the stockholders shall elect by
a plurality vote a Board of Directors and transact such other business as may
properly be brought before the meeting.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Chairman of the Board, if there is one, the Chief Executive
Officer, if there is one, the President, or a majority of the Board of Directors
and may not be called by holders of shares of the Company's common stock. Unless
otherwise provided by the General Corporation Law of the State of Delaware (the
"DGCL"), by the Restated Certificate of Incorporation of the Company or by any
provisions established pursuant thereof with respect to the rights of holders of
one or more outstanding series of the Company's preferred stock, effective upon
and commencing as of the date on which REI (as hereinafter defined) shall first
cease to own, either directly or indirectly, at least a majority of the then
issued outstanding shares of the Company's common stock (such date hereinafter
referred to as the "Trigger Date"), special meetings of the stockholders of the
Company may be called at any time only by the Chairman of the Board, if there is
one, the President and Chief Executive Officer of the Company, or by the Board
of Directors pursuant to a resolution approved by the affirmative vote of at
least a majority of the members of the Board of Directors, and no such special
meeting may be called by any other person or persons. As used in these Bylaws,
"REI" shall mean Reliant Energy, Incorporated, a Texas corporation ("Reliant
Energy"), any successor to Reliant Energy by means of reorganization, merger,
consolidation, conveyance or transfer or any ultimate parent company of Reliant
Energy.

     SECTION 4. NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the Restated Certificate of
Incorporation or these Bylaws, the written notice of any meeting shall be given
not less than ten nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Company.

     SECTION 5. RECORD DATE. The Board of Directors may fix a date, not less
than ten nor more than 60 days preceding the date of any meeting of the
stockholders, as a record date for determination of stockholders entitled to
notice of, or to vote at, such meeting. The Board of Directors shall not close
the books of the Company against transfers of shares during the whole or any
part of such period.

     SECTION 6. QUORUM. Except as otherwise provided by law, by the Restated
Certificate of Incorporation, or by these Bylaws, the presence in person or by
proxy of the holders of a majority of the outstanding shares of stock of the
Company entitled to vote thereat, shall be necessary and sufficient to
constitute a quorum at all meetings of the stockholders for the transaction of
business. In the absence of a quorum, the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided in
Article II, Section 9 (Adjournments) of these Bylaws until a quorum shall
attend. Shares of its own stock belonging to the Company or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Company, shall neither be entitled to vote nor be counted for quorum purposes;
provided, however, that the foregoing shall not limit the right of the Company
or any such other corporation to vote stock, including but not limited to its
own stock, held by it in a fiduciary capacity.

     SECTION 7. ORGANIZATION. Meetings of stockholders shall be presided over by
the Chairman of the Board, if any, or in his absence by the President, or in the
absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Corporate Secretary shall keep the records of the meeting, but in
his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

     SECTION 8. VOTING; PROXIES. Except as otherwise provided by the Restated
Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Corporate Secretary of the Company. Voting at meetings of
stockholders need not be by written ballot and need not be conducted by
inspectors of election unless so determined by the holders of shares of stock
having a majority of the votes which could be cast by the holders of all
outstanding shares of stock entitled to vote thereon which are present in person
or by proxy at such meeting. At all meetings of stockholders for the election of
directors, a plurality of the votes cast shall be sufficient to elect. All other
elections and questions shall, unless otherwise provided by law, the Restated
Certificate of Incorporation or these Bylaws, be decided by the vote of the
holders of shares of stock having a majority of the votes which could be cast by
the holders of all shares of stock entitled to vote thereon which are present in
person or represented by proxy at the meeting.

     SECTION 9. ADJOURNMENTS. Any meetings of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Company may transact any business which might have been
transacted at the original meeting. 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 to vote at the meeting.

     SECTION 10. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of the
Company who has charge of the stock ledger of the Company shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder of the Company who is present.

     SECTION 11. STOCK LEDGER. The stock ledger of the Company shall be the only
evidence as to which stockholders are entitled (a) to vote in person or by proxy
at any meeting of stockholders, or (b) to examine either the stock ledger, the
list required by Section 10 (List of Stockholders Entitled to Vote) of this
Article II or the books of the Company.

     SECTION 12. ACTION BY CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless
otherwise restricted by the Restated Certificate of Incorporation, any action
required or permitted to be taken at any annual or special meeting of the
stockholders of the Company may be taken without a meeting, without prior notice
and without a vote, if a consent 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
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.


                                   Article III

                                    Directors


     SECTION 1. NUMBER AND TENURE. The business and affairs of the Company shall
be managed by the Board of Directors. The number of directors constituting the
whole Board of Directors shall be fixed by the affirmative vote of a majority of
the members at any time constituting the Board of Directors or by the
stockholders at the annual meeting or a special meeting. Except as provided in
Section 2 (Vacancies) of this Article, directors shall be elected by a plurality
of the votes cast at annual meetings of the stockholders, and each director so
elected shall hold office for the full term to which he shall have been elected
and until his successor is duly elected and qualified, or until his earlier
death, resignation or removal. Any director may resign at any time upon notice
to the Company. A director need not be a stockholder of the Company or a
resident of the State of Delaware.

     SECTION 2. VACANCIES. Any newly created directorship or any vacancy
occurring in the Board of Directors for any cause may be filled by an
affirmative vote of a majority of the remaining directors then in office, though
less than a quorum, or by a plurality of votes cast at a meeting of
stockholders, and each director so elected shall hold office for the remainder
of the full term in which the new directorship was created or the vacancy
occurred and until such director's successor is duly elected and qualified, or
until his earlier death, resignation or removal.

     SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held at such places within or without the State of Delaware and at such times
as the Board of Directors may from time to time determine, and if so determined,
notices thereof need not be given.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be held at any time, whenever called by the Chairman of the Board, if any, the
President or a majority of directors then in office, at such place or places
within or without the State of Delaware as may be stated in the notice of the
meeting. Notice of the time and place of a special meeting must be given by the
person or persons calling such meeting at least 24 hours before the special
meeting.

     SECTION 5. MEETINGS BY CONFERENCE TELEPHONE. Unless otherwise restricted by
the Restated Certificate of Incorporation or these Bylaws, members of the Board
of Directors of the Company, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 5 shall constitute
presence in person at such meeting.

     SECTION 6. QUORUM; VOTE REQUIRED FOR ACTION. Except as may be otherwise
specifically provided by law, the Restated Certificate of Incorporation or these
Bylaws, at all meetings of the Board of Directors a majority of the whole Board
of Directors shall constitute a quorum for the transaction of business. The vote
of a majority of the directors present at any meeting of the Board of Directors
at which there is a quorum shall be the act of the Board of Directors. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 7. ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
President, or in their absences by a chairman chosen at the meeting. The
Corporate Secretary of the Company shall act as secretary of the meeting, but in
his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

     SECTION 8. ACTIONS OF THE BOARD BY CONSENT IN LIEU OF MEETING. Unless
otherwise restricted by the Restated Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting, if all
the members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or such committee.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Company. 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. In the absence or disqualification of a member of the
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any absent or
disqualified member. Any committee, to the extent permitted by law and to the
extent provided in the resolution of the Board of Directors establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Company, and
may authorize the seal of the Company to be affixed to all papers which may
require it. Each committee shall keep regular minutes and report to the Board of
Directors when required.

     The designation of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law, nor shall such
committee function where action of the Board of Directors is required under
applicable law. The Board of Directors shall have the power at any time to
change the membership of any such committee and to fill vacancies in it. A
majority of the members of any such committee shall constitute a quorum. Each
such committee may elect a chairman and appoint such subcommittees and
assistants as it may deem necessary. Except as otherwise provided by the Board
of Directors, meetings of any committee shall be conducted in the same manner as
the Board of Directors conducts its business pursuant to this Article III as the
same shall from time to time be amended. Any member of any such committee
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Company 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 a member of
a committee shall not of itself create contract rights.

     SECTION 10. COMPENSATION AND REIMBURSEMENT OF EXPENSES. The directors shall
receive such compensation for their services as shall be determined by the Board
of Directors and may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors. No such reimbursement shall preclude any
director from serving the Company in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like reimbursement for attending committee meetings.


                                   Article IV

                                    Officers


     SECTION 1. GENERAL. The officers of the Company shall consist of a
President and a Corporate Secretary and such other officers and agents as the
Board of Directors may from time to time elect or appoint, which may include,
without limitation, a Chairman of the Board, one or more Vice Presidents (whose
seniority and titles may be specified by the Board of Directors), a Treasurer,
one or more Assistant Treasurers, and one or more Assistant Secretaries. Each
officer shall hold office until his successor shall have been duly elected and
shall qualify or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Any number of offices may be held by
the same person, unless otherwise prohibited by law, the Restated Certificate of
Incorporation or these Bylaws. The officers of the Company need not be
stockholders of the Company nor, except in the case of the Chairman of the
Board, if any, need such officers be directors of the Company. Each officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his election, and until his
successor is elected and qualified or until his earlier death, resignation or
removal. Any officer may resign at any time upon written notice to the Company.
The Board of Directors may remove any officer with or without prejudice to the
contractual rights of such officer, if any, with the Company. Election or
appointment of an officer or an agent shall not of itself create contractual
rights. Any vacancy occurring in any office of the Company by death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting.

     SECTION 2. POWERS AND DUTIES. The officers of the Company shall have such
powers and duties as generally pertain to their offices, except as modified
herein or by the Board of Directors, as well as such powers and duties as from
time to time may be conferred by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE COMPANY. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Company may be executed in the name and on behalf of
the Company by the Chairman of the Board, if any, the President or any Vice
President and any such officer may, in the name of and on behalf of the Company
take all such action as any such officer may deem advisable to vote in person or
by proxy at any meeting of security holders of any corporation in which the
Company may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Company might have exercised and
possessed if present. The Board of Directors may, by resolution, from time to
time, confer like powers upon any other person or persons.


                                    Article V

                                 Indemnification


     SECTION 1. GENERAL. The Company shall, to the fullest extent permitted by
applicable law in effect on the date of effectiveness of these Bylaws, and to
such greater extent as applicable law may thereafter permit, indemnify and hold
Indemnitee harmless from and against any and all losses, liabilities, claims,
damages and, subject to Article V, Section 2 (Expenses), Expenses (as this and
all other capitalized words used in this Article V not previously defined in
these Bylaws are defined in Article V, Section 16 (Definitions)), whatsoever
arising out of any event or occurrence related to the fact that Indemnitee is or
was a director or officer of the Company or is or was serving in another
Corporate Status.

     SECTION 2. EXPENSES. If Indemnitee is, by reason of his Corporate Status, a
party to and is successful, on the merits or otherwise, in any Proceeding, he
shall be indemnified against all Expenses actually and reasonably incurred by
him or on his behalf in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to any Matter in such Proceeding, the Company shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by him or on his behalf relating
to such Matter. The termination of any Matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
Matter. To the extent that the Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.

     SECTION 3. ADVANCES. In the event of any threatened or pending action, suit
or proceeding in which Indemnitee is a party or is involved and that may give
rise to a right of indemnification under this Article V, following written
request to the Company by Indemnitee, the Company shall promptly pay to
Indemnitee amounts to cover expenses reasonably incurred by Indemnitee in such
proceeding in advance of its final disposition upon the receipt by the Company
of (i) a written undertaking executed by or on behalf of Indemnitee providing
that Indemnitee will repay the advance if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified by the Company as provided in these
Bylaws and (ii) satisfactory evidence as to the amount of such expenses.

     SECTION 4. REPAYMENT OF ADVANCES OR OTHER EXPENSES. Indemnitee agrees that
Indemnitee shall reimburse the Company all expenses paid by the Company in
defending any civil, criminal, administrative or investigative action, suit or
proceeding against Indemnitee in the event and only to the extent that it shall
be determined pursuant to the provisions of this Article V or by final judgment
or other final adjudication under the provisions of any applicable law that
Indemnitee is not entitled to be indemnified by the Company for such expenses.

     SECTION 5. REQUEST FOR INDEMNIFICATION. To obtain indemnification,
Indemnitee shall submit to the Corporate Secretary of the Company a written
claim or request. Such written claim or request shall contain sufficient
information to reasonably inform the Company about the nature and extent of the
indemnification or advance sought by Indemnitee. The Corporate Secretary of the
Company shall promptly advise the Board of Directors of such request.

     SECTION 6. DETERMINATION OF ENTITLEMENT; NO CHANGE OF CONTROL. If there has
been no Change of Control at the time the request for indemnification is
submitted, Indemnitee's entitlement to indemnification shall be determined in
accordance with Section 145(d) of the DGCL. If entitlement to indemnification is
to be determined by Independent Counsel, the Company shall furnish notice to
Indemnitee within ten days after receipt of the request for indemnification,
specifying the identity and address of Independent Counsel. The Indemnitee may,
within fourteen days after receipt of such written notice of selection, deliver
to the Company a written objection to such selection. Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of Independent Counsel and the objection shall set forth
with particularity the factual basis for such assertion. If there is an
objection to the selection of Independent Counsel, either the Company or
Indemnitee may petition the Court for a determination that the objection is
without a reasonable basis and/or for the appointment of Independent Counsel
selected by the Court.

     SECTION 7. DETERMINATION OF ENTITLEMENT; CHANGE OF CONTROL. If there has
been a Change of Control at the time the request for indemnification is
submitted, Indemnitee's entitlement to indemnification shall be determined in a
written opinion by Independent Counsel selected by Indemnitee. Indemnitee shall
give the Company written notice advising of the identity and address of the
Independent Counsel so selected. The Company may, within seven days after
receipt of such written notice of selection, deliver to the Indemnitee a written
objection to such selection. Indemnitee may, within five days after the receipt
of such objection from the Company, submit the name of another Independent
Counsel and the Company may, within seven days after receipt of such written
notice of selection, deliver to the Indemnitee a written objection to such
selection. Any objections referred to in this Section 7 may be asserted only on
the ground that the Independent Counsel so selected does not meet the
requirements of Independent Counsel and such objection shall set forth with
particularity the factual basis for such assertion. Indemnitee may petition the
Court for a determination that the Company's objection to the first and/or
second selection of Independent Counsel is without a reasonable basis and/or for
the appointment as Independent Counsel of a person selected by the Court.

     SECTION 8. PROCEDURES OF INDEPENDENT COUNSEL. If a Change of Control shall
have occurred before the request for indemnification is sent by Indemnitee,
Indemnitee shall be presumed (except as otherwise expressly provided in this
Article V) to be entitled to indemnification upon submission of a request for
indemnification in accordance with Article V, Section 5 (Request for
Indemnification), and thereafter the Company shall have the burden of proof to
overcome the presumption in reaching a determination contrary to the
presumption. The presumption shall be used by Independent Counsel as a basis for
a determination of entitlement to indemnification unless the Company provides
information sufficient to overcome such presumption by clear and convincing
evidence or the investigation, review and analysis of Independent Counsel
convinces him by clear and convincing evidence that the presumption should not
apply.

     Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Article V, Section 6 (Determination of Entitlement; No Change of
Control) or Section 7 (Determination of Entitlement; Change of Control) to
determine entitlement to indemnification shall not have made and furnished to
Indemnitee in writing a determination within sixty days after receipt by the
Company of the request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification unless Indemnitee knowingly misrepresented a
material fact in connection with the request for indemnification or such
indemnification is prohibited by applicable law. The termination of any
Proceeding or of any Matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Article V) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith and in a manner that he reasonably believed
to be in or not opposed to the best interests of the Company, or with respect to
any criminal Proceeding, that Indemnitee had reasonable cause to believe that
his conduct was unlawful. A person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan of the Company shall be deemed to have acted in a
manner not opposed to the best interests of the Company. For purposes of any
determination hereunder, a person shall be deemed to have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, or, with respect to any criminal action or Proceeding,
to have had no reasonable cause to believe his conduct was unlawful, if his
action is based on the records or books of account of the Company or another
enterprise or on information supplied to him by the officers of the Company or
another enterprise in the course of their duties or on the advice of legal
counsel for the Company or another enterprise or on information or records given
or reports made to the Company or another enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by the Company or another enterprise. The term "another enterprise" as used
in this Section shall mean any other company or any partnership, limited
liability company, association, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Company as a director, officer, employee or agent. The provisions of this
paragraph shall not be deemed to be exclusive or to limit in any way the
circumstances in which an Indemnitee may be deemed to have met the applicable
standards of conduct for determining entitlement to rights under this Article V.

     SECTION 9. INDEPENDENT COUNSEL EXPENSES. The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred acting pursuant to
this Article V and in any proceeding to which it is a party or witness in
respect of its investigation and written report and shall pay all reasonable
fees and expenses incident to the procedures in which such Independent Counsel
was selected or appointed. No Independent Counsel may serve if a timely
objection has been made to his selection until a court has determined that such
objection is without a reasonable basis.

     SECTION 10. ADJUDICATION. In the event that (i) a determination is made
pursuant to Article V, Section 6 (Determination of Entitlement; No Change of
Control) or Section 7 (Determination of Entitlement; Change of Control) that
Indemnitee is not entitled to indemnification under this Article V; (ii)
advancement of Expenses is not timely made pursuant to Article V, Section 3
(Advances); (iii) Independent Counsel has not made and delivered a written
opinion determining the request for indemnification (a) within ninety days after
being appointed by the Court, (b) within ninety days after objections to his
selection have been overruled by the Court or (c) within ninety days after the
time for the Company or Indemnitee to object to his selection; or (iv) payment
of indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Article V, Section 6 (Determination of Entitlement; No Change of
Control), Section 7 (Determination of Entitlement; Change of Control) or Section
8 (Procedures of Independent Counsel), Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. In the event that a determination shall have been made
that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 10 shall be conducted in all
respects as a de novo trial on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination. If a Change of Control shall have
occurred, in any judicial proceeding commenced pursuant to this Section 10, the
Company shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be. If a
determination shall have been made or deemed to have been made that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding commenced pursuant to this Section 10, or otherwise,
unless Indemnitee knowingly misrepresented a material fact in connection with
the request for indemnification, or such indemnification is prohibited by law.

     The Company shall be precluded from asserting in any judicial proceeding
commenced pursuant to this Section 10 that the procedures and presumptions of
this Article V are not valid, binding and enforceable and shall stipulate in any
such proceeding that the Company is bound by all provisions of this Article V.
In the event that Indemnitee, pursuant to this Section 10, seeks a judicial
adjudication to enforce his rights under, or to recover damages for breach of,
this Article V, Indemnitee shall be entitled to recover from the Company, and
shall be indemnified by the Company against, any and all Expenses actually and
reasonably incurred by him in such judicial adjudication, but only if he
prevails therein. If it shall be determined in such judicial adjudication that
Indemnitee is entitled to receive part but not all of the indemnification or
advancement of Expenses sought, the Expenses incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be appropriately
prorated.

     SECTION 11. PARTICIPATION BY THE COMPANY. With respect to any such claim,
action, suit, proceeding or investigation as to which Indemnitee notifies the
Company of the commencement thereof: (a) the Company will be entitled to
participate therein at its own expense; (b) except as otherwise provided below,
to the extent that it may wish, the Company (jointly with any other indemnifying
party similarly notified) will be entitled to assume the defense thereof, with
counsel reasonably satisfactory to Indemnitee. After receipt of notice from the
Company to Indemnitee of the Company's election so to assume the defense
thereof, the Company will not be liable to Indemnitee under this Article V for
any legal or other expenses subsequently incurred by Indemnitee in connection
with the defense thereof other than reasonable costs of investigation or as
otherwise provided below. Indemnitee shall have the right to employ his own
counsel in such action, suit, proceeding or investigation but the fees and
expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at the expense of Indemnitee unless
(i) the employment of counsel by Indemnitee has been authorized by the Company,
(ii) Indemnitee shall have reasonably concluded that there is a conflict of
interest between the Company and Indemnitee in the conduct of the defense of
such action or (iii) the Company shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel employed by Indemnitee shall be subject to indemnification pursuant
to the terms of this Article V. The Company shall not be entitled to assume the
defense of any action, suit, proceeding or investigation brought in the name of
or on behalf of the Company or as to which Indemnitee shall have made the
conclusion provided for in (ii) above; and (c) the Company shall not be liable
to indemnify Indemnitee under this Article V for any amounts paid in settlement
of any action or claim effected without its written consent, which consent shall
not be unreasonably withheld. The Company shall not settle any action or claim
in any manner that would impose any limitation or unindemnified penalty on
Indemnitee without Indemnitee's written consent, which consent shall not be
unreasonably withheld.

     SECTION 12. NONEXCLUSIVITY OF RIGHTS. The rights of indemnification and
advancement of Expenses as provided by this Article V shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under applicable law, the Restated Certificate of Incorporation of the Company,
these Bylaws, any agreement, a vote of stockholders or a resolution of
directors, or otherwise. No amendment, alteration or repeal of this Article V or
any provision hereof shall be effective as to any Indemnitee for acts, events
and circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Article V shall continue as to an
Indemnitee whose Corporate Status has ceased for any reason and shall inure to
the benefit of his heirs, executors and administrators. Neither the provisions
of this Article V nor those of any agreement to which the Company is a party
shall be deemed to preclude the indemnification of any person who is not
specified in this Article V as having the right to receive indemnification or is
not a party to any such agreement, but whom the Company has the power or
obligation to indemnify under the provisions of the DGCL.

     SECTION 13. INSURANCE AND SUBROGATION. The Company may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Company or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Company would have the power to indemnity such person against such expense,
liability or loss under applicable law.

     The Company shall not be liable under this Article V to make any payment of
amounts otherwise indemnifiable hereunder if, but only to the extent that,
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

     In the event of any payment hereunder, the Company shall be subrogated to
the extent of such payment to all the rights of recovery of Indemnitee, who
shall execute all papers required and take all action reasonably requested by
the Company to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.

     SECTION 14. SEVERABILITY. If any provision or provisions of this Article V
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article V shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

     SECTION 15. CERTAIN ACTIONS FOR WHICH INDEMNIFICATION IS NOT PROVIDED.
Notwithstanding any other provision of this Article V, no person shall be
entitled to indemnification or advancement of Expenses under this Article V with
respect to any Proceeding, or any Matter therein, brought or made by such person
against the Company.

     SECTION 16. DEFINITIONS. For purposes of this Article V:

     "Change of Control" means a change in control of the Company after both the
Trigger Date and the date Indemnitee acquired his Corporate Status, which shall
be deemed to have occurred in any one of the following circumstances occurring
after such date: (i) there shall have occurred an event required to be reported
with respect to the Company in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Exchange Act, whether or not the Company is then
subject to such reporting requirement; (ii) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) shall have become the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company's then outstanding voting securities
without prior approval of at least two-thirds of the members of the Board of
Directors in office immediately prior to such person attaining such percentage
interest; (iii) the Company is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iv) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors (including,
for this purpose, any new director whose election or nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors; provided, however, that notwithstanding the foregoing, the
distribution of the shares of the Company's common stock by REI to its
shareholders shall not be a Change of Control.

     "Corporate Status" describes the status of Indemnitee as a director,
officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, limited liability company, association, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was
serving at the request of the Company.

     "Court" means the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction.

     "Designated Professional Capacity" shall include, but not be limited to, a
physician, nurse, psychologist or therapist, registered surveyor, registered
engineer, registered architect, attorney, certified public accountant or other
person who renders such professional services within the course and scope of his
employment, who is licensed by appropriate regulatory authorities to practice
such profession and who, while acting in the course of such employment,
committed or is alleged to have committed any negligent acts, errors or
omissions in rendering such professional services at the request of the Company
or pursuant to his employment (including, without limitation, rendering written
or oral opinions to third parties).

     "Expenses" shall include all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.

     "Indemnitee" includes any officer (including an officer acting in his
Designated Professional Capacity) or director of the Company who is, or is
threatened to be made, a witness in or a party to any Proceeding as described in
Article V, Section 1 (General) or Section 2 (Expenses) by reason of his
Corporate Status.

     "Independent Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the
five years previous to his selection or appointment has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such
party or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder.

     "Matter" is a claim, a material issue or a substantial request for relief.

     "Proceeding" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee pursuant to Article V, Section 10 (Adjudication) to
enforce his rights under this Article V.

     SECTION 17. NOTICES. Promptly after receipt by Indemnitee of notice of the
commencement of any action, suit or proceeding, Indemnitee shall, if he
anticipates or contemplates making a claim for expenses or an advance pursuant
to the terms of this Article V, notify the Company of the commencement of such
action, suit or proceeding; provided, however, that any delay in so notifying
the Company shall not constitute a waiver or release by Indemnitee of rights
hereunder and that any omission by Indemnitee to so notify the Company shall not
relieve the Company from any liability that it may have to Indemnitee otherwise
than under this Article V. Any communication required or permitted to the
Company shall be addressed to the Corporate Secretary of the Company and any
such communication to Indemnitee shall be addressed to Indemnitee's address as
shown on the Company's records unless he specifies otherwise and shall be
personally delivered or delivered by overnight mail delivery. Any such notice
shall be effective upon receipt.

     SECTION 18. CONTRACTUAL RIGHTS. The right to be indemnified or to the
advancement or reimbursement of Expenses (i) is a contract right based upon good
and valuable consideration, pursuant to which Indemnitee may sue as if these
provisions were set forth in a separate written contract between Indemnitee and
the Company, (ii) is and is intended to be retroactive and shall be available as
to events occurring prior to the adoption of these provisions and (iii) shall
continue after any rescission or restrictive modification of such provisions as
to events occurring prior thereto.

     SECTION 19. INDEMNIFICATION OF EMPLOYEES, AGENTS AND FIDUCIARIES. The
Company, by adoption of a resolution of the Board of Directors, may indemnify
and advance expenses to a person who is an employee (including an employee
acting in his Designated Professional Capacity), agent or fiduciary of the
Company including any such person who is or was serving at the request of the
Company as a director, officer, employee, agent or fiduciary of any other
corporation, partnership, joint venture, limited liability company, trust,
employee benefit plan or other enterprise to the same extent and subject to the
same conditions (or to such lesser extent and/or with such other conditions as
the Board of Directors may determine) under which it may indemnify and advance
expenses to an Indemnitee under this Article V.

                                   Article VI

                                  Miscellaneous


     SECTION 1. DISBURSEMENTS. All checks or demands for money and notes of the
Company shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 2. FISCAL YEAR. The fiscal year of the Company shall be fixed by
resolution of the Board of Directors.

     SECTION 3. CORPORATE SEAL. The Corporate Seal shall have inscribed thereon
the name of the Company and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.

     SECTION 4. INTERESTED DIRECTORS. No contract or transaction between the
Company and one or more of its directors or officers, or between the Company and
any other corporation, partnership, association or other organization in which
one or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorized the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:

          (a) the material facts as to his or their relationship or interest and
     as to the contract or transaction are disclosed or are known to the Board
     of Directors or the committee, and the Board of Directors or committee in
     good faith authorizes the contract or transaction by the affirmative vote
     of a majority of the disinterested directors, even though the disinterested
     directors be less than a quorum;

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

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

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction. Any director of the Company may vote upon any
contract or other transaction between the Company and any subsidiary or
affiliated corporation without regard to the fact that he is also a director of
such subsidiary or affiliated corporation.

     SECTION 5. AMENDMENTS. These Bylaws may be altered, amended or repealed, in
whole or in part, or new Bylaws may be adopted, by the stockholders or by the
Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice of such
meeting of stockholders or Board of Directors, as the case may be. All such
alterations, amendments, repeals or adoptions must be approved by either the
holders of a majority of the outstanding capital stock entitled to vote thereon
or by a majority of the Board of Directors then in office.