<PAGE>

                                                                 Exhibit 3.2(ii)

--------------------------------------------------------------------------------




                            COLE NATIONAL GROUP, INC.

                          AMENDED AND RESTATED BY-LAWS

                    As Adopted and in Effect on July 28, 2003


--------------------------------------------------------------------------------




<PAGE>




                            COLE NATIONAL GROUP, INC.

                          AMENDED AND RESTATED BY-LAWS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                   <C>                                                                                       <C>
ARTICLE I             OFFICES....................................................................................1

         Section 1.        Registered Office.....................................................................1

         Section 2.        Other Offices.........................................................................1

ARTICLE II            MEETINGS OF STOCKHOLDERS...................................................................1

         Section 1.        Time and Place of Meetings............................................................1

         Section 2.        Annual Meetings.......................................................................1

         Section 3.        Special Meetings......................................................................1

         Section 4.        Quorum................................................................................2

         Section 5.        Voting; Proxies.......................................................................2

         Section 6.        List of Stockholders Entitled to Vote.................................................2

         Section 7.        Stock Ledger..........................................................................3

         Section 8.        Order of Business.....................................................................3

ARTICLE III           DIRECTORS..................................................................................5

         Section 1.        Number and Election of Directors......................................................5

         Section 2.        Vacancies.............................................................................5

         Section 3.        Duties and Powers.....................................................................5

         Section 4.        Meetings..............................................................................5

         Section 5.        Quorum................................................................................5

         Section 6.        Actions of the Board..................................................................6

         Section 7.        Meetings by Means of Remote Communications............................................6

         Section 8.        Committees............................................................................6

         Section 9.        Compensation..........................................................................6

         Section 10.       Interested Directors..................................................................6
</TABLE>



                                       i

<PAGE>

<TABLE>

<S>                   <C>                                                                                       <C>
         Section 11.       Nominations of Directors; Election....................................................7

ARTICLE IV            OFFICERS...................................................................................8

         Section 1.        General...............................................................................8

         Section 2.        Election..............................................................................9

         Section 3.        Voting Securities Owned by the Corporation............................................9

         Section 4.        Chairman of the Board of Directors....................................................9

         Section 5.        President.............................................................................9

         Section 6.        Vice-Presidents......................................................................10

         Section 7.        Secretary............................................................................10

         Section 8.        Treasurer............................................................................10

         Section 9.        Assistant Secretaries................................................................11

         Section 10.       Assistant Treasurers.................................................................11

         Section 11.       Other Officers.......................................................................11

ARTICLE V             STOCK.....................................................................................11

         Section 1.        Form of Certificates.................................................................11

         Section 2.        Signatures...........................................................................11

         Section 3.        Lost Certificates....................................................................12

         Section 4.        Transfers............................................................................12

         Section 5.        Record Date..........................................................................12

         Section 6.        Beneficial Owners....................................................................12

ARTICLE VI            NOTICES...................................................................................12

         Section 1.        Notices..............................................................................12

         Section 2.        Waivers of Notice....................................................................13

ARTICLE VII           GENERAL PROVISIONS........................................................................13

         Section 1.        Dividends............................................................................13

         Section 2.        Disbursements........................................................................13

         Section 3.        Fiscal Year..........................................................................13
</TABLE>


                                       ii
<PAGE>

<TABLE>

<S>                   <C>                                                                                       <C>
         Section 4.        Corporate Seal.......................................................................13

ARTICLE VIII          INDEMNIFICATION...........................................................................13

         Section 1.        Indemnification......................................................................13

         Section 2.        Expenses Payable in Advance..........................................................13

ARTICLE IX            AMENDMENTS................................................................................14

         Section 1.        Amendments...........................................................................14
</TABLE>


                                      iii

<PAGE>

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                            COLE NATIONAL GROUP, INC.
                         (f/k/a CNC Holding Corporation)

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                     OFFICES
                                     -------

         Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

         Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

         Section 1. Time and 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 or, in the absence of a
designation by the Board, the Chairman of the Board (the "Chairman"), the Chief
Executive Officer, the President or the Secretary, and stated in the notice of
the meeting or in a duly executed waiver of notice thereof. Notwithstanding the
foregoing, the Board may, in its sole discretion, determine that meetings of the
stockholders shall not be held at any place, but may instead be held by means of
remote communication, subject to such guidelines and procedures as the Board may
adopt from time to time. The Board may postpone and reschedule any previously
scheduled annual or special meeting of the stockholders.

         Section 2. Annual Meetings. The annual meetings of stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, 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
in accordance with these By-Laws. Notice of the annual meeting stating the
place, date and hour of the meeting, the means of remote communications, if
applicable, by which stockholders and proxy holders may be deemed to be present
in person and vote at such meeting, shall be given to each stockholder of record
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.

         Section 3. Special Meetings. Unless otherwise prescribed by law,
special meetings of stockholders may be called only as provided in the
Certificate of Incorporation. Notice of a special meeting stating the place,
date and hour of the meeting, the means of remote



<PAGE>

communication, if applicable, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and the purpose or
purposes for which the meeting is called shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder of
record entitled to vote at such meeting.

         Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation or a Certificate of Designation thereunder, the
holders of a majority of the capital stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. 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 5. Voting; Proxies. Except as otherwise provided by law, the
Certificate of Incorporation or a Certificate of Designation thereunder or these
By-Laws, any question brought before any meeting of stockholders shall be
decided by the vote of the holders of a majority of the stock present in person
or represented by proxy at the meeting and entitled to vote on the subject
matter and which has actually been voted on the subject matter. Every proxy must
be authorized in a manner permitted by Section 212 of the Delaware General
Corporation Law (or any successor provision). Except as otherwise provided by
law, the Certificate of Incorporation or a Certificate of Designation
thereunder, each stockholder represented at a meeting of stockholders shall be
entitled to cast one vote for each share of the capital stock having voting
power standing in the name of such stockholder on the books of the Company on
the record date for the meeting. Such votes may be cast in person or by proxy
but no proxy shall be voted on or after three years from its date, unless such
proxy provides for a longer period. The Board of Directors, in its discretion,
or the officer of the Corporation presiding at a meeting of stockholders, in
such officer's sole discretion, may require that any votes cast at such meeting
shall be cast by written ballot; if authorized by the Board of Directors, such
requirement of a written ballot may be satisfied by a ballot submitted by
electronic submission, provided that any electronic transmission must either set
forth or be submitted with information from which it can be determined that the
electronic transmission was authorized by the stockholder or proxy holder.

         Section 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation 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. Nothing contained in this
Section 6 shall require the Corporation to include electronic mail addresses or
other electronic contact information on such list. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the meeting: (i)



                                       2
<PAGE>

on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. In the event that the Corporation determines to make the list
available on an electronic network, the Corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

         Section 7. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 6 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         Section 8. Order of Business. (a) The Chairman of the Board of
Directors, or such officer of the Corporation designated by a majority of the
Whole Board (as defined in the Certificate of Incorporation), will call meetings
of the stockholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Whole Board prior to the meeting, the presiding
officer of the meeting of the stockholders will have the right and the authority
to determine and maintain the rules, regulations and procedures for the proper
conduct of the meeting, including but not limited to restricting entry to the
meeting after it has commenced, maintaining order and the safety of those in
attendance, opening and closing the polls for voting, dismissing business or
proposals not properly submitted, limiting time allowed for discussion of the
business of the meeting, restricting the persons (other than stockholders of the
Corporation or their duly appointed proxies) that may attend the meeting and
ascertaining whether any stockholder or proxy holder may be excluded from the
meeting based upon any determination by the presiding officer, in such officer's
sole discretion, that the stockholder or proxy holder is unduly disruptive or is
likely to disrupt the meeting.

         (b) At an annual meeting of the stockholders, only such business will
be conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors in accordance with Section 2 of this Article II, (ii)
otherwise properly brought before the meeting by the presiding officer or by or
at the direction of a majority of the Whole Board or (iii) otherwise properly
requested to be brought before the meeting by a stockholder of the Corporation
in accordance with Section 8(c) of this Article II.

         (c) For business to be properly requested by a stockholder to be
brought before an annual meeting, (i) the stockholder must be a stockholder of
the Company of record at the time of the giving of the notice for such annual
meeting provided for in these By-Laws, (ii) the stockholder must be entitled to
vote at such meeting, (iii) the stockholder must have given timely notice
thereof in writing to the Secretary and (iv) if the stockholder, or the
beneficial owner on whose behalf any business is brought before the meeting, has
provided the Company



                                       3
<PAGE>

with a Proposal Solicitation Notice, as that term is defined in this Section
8(c), such stockholder or beneficial owner must have delivered a proxy statement
and form of proxy to the holders of at the least the percentage of shares of the
Company entitled to vote required to approve such business that the stockholder
proposes to bring before the annual meeting and included in such materials the
Proposal Solicitation Notice. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 nor more than 90 calendar days prior to the first
anniversary of the date on which the Company first mailed its proxy materials
for the preceding year's annual meeting of stockholders; provided, however, that
if the date of the annual meeting is advanced more than 30 calendar days prior
to, or delayed by more than 30 calendar days after, the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not later than the close of business on the later of the 90th
calendar day prior to such annual meeting or the 10th calendar day following the
day on which public disclosure of the date of such meeting is first made. In no
event shall the public disclosure of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. A stockholder's notice to the Secretary must set forth as to each matter
the stockholder proposes to bring before the annual meeting (A) a description in
reasonable detail of the business desired to brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (B) the name
and address, as they appear on the Company's books, of the stockholder proposing
such business and the beneficial owner, if any, on whose behalf the proposal is
made, (C) the class and series and number of shares of capital stock of the
Company that are owned beneficially and of record by the stockholder proposing
such business and by the beneficial owner, if any, on whose behalf the proposal
is made, (D) a description of all arrangements or understandings among such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business, (E) whether either such
stockholder or beneficial owner intends to deliver a proxy statement and form of
proxy to holders of at least the percentage of shares of the Company entitled to
vote required to approve the proposal (an affirmative statement of such intent,
a "Proposal Solicitation Notice") and (F) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the annual meeting . Notwithstanding the foregoing provisions of
this Section 8(c), a stockholder must also comply with all applicable
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder (the "Exchange Act") with respect to matters set forth in
this Section 8(c). Nothing in this Section 8(c) will be deemed to affect any
rights of stockholders to request inclusion of proposals in the Company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

         (d) At a special meeting of stockholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Chairman, the President or a majority of the Whole Board in accordance
with Section 2 or Section 3 of this Article II, as applicable or (ii) otherwise
properly brought before the meeting by the presiding officer or by or at the
direction of a majority of the Whole Board.

         (e) The determination of whether any business sought to be brought
before any annual or special meeting of the stockholders is properly brought
before such meeting in



                                       4
<PAGE>

accordance with this Section 8 will be made by the presiding officer of such
meeting. If the presiding officer determines that any business is not properly
brought before such meeting, such officer will so declare to the meeting and any
such business will not be conducted or considered.

                                   ARTICLE III

                                    DIRECTORS
                                    ---------

         Section 1. Number and Election of Directors. The Board of Directors
shall consist of a number of directors as shall be fixed from time to time by a
majority of the Whole Board. Except as provided in Section 2 of this Article
III, directors shall be elected by a plurality of the votes cast at annual
meetings of stockholders, and each director so elected shall hold office until
the next annual meeting of stockholders and until such director's successor is
duly elected and qualified, or until such director's earlier death, resignation
or removal. Any director may resign at any time upon notice to the Corporation.
Directors need not be stockholders.

         Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

         Section 3. Duties and Powers. The business of the Corporation shall be
managed under the direction of the Board of Directors, which 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 directed
or required to be exercised or done by the stockholders.

         Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors, if there be one, the President, or a
majority of the directors then in office. Notice will be given to each director
(A) 24 hours before the start of the meeting (w) in person, (x) by facsimile
telecommunication, when directed to a number at which the director has consented
to receive notice, (y) by electronic mail, when directed to an electronic mail
address at which the director has consented to receive notice or (z) by other
similar medium of communication or (B) 72 hours before the start of the meeting
by mail, when deposited in the United States mail, postage prepaid, to an
address to which the director has consented to receive notice or (C) on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.

         Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the Whole Board shall constitute a quorum for
the transaction of business and the vote of a majority of the directors present
at any meeting 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




                                       5
<PAGE>

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 6. Actions of the Board. Unless otherwise provided by the
Certificate of Incorporation or these By-Laws, 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 or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors or committee.

         Section 7. Meetings by Means of Remote Communications. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, 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 a conference telephone or other 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 7 shall constitute
presence in person at such meeting.

         Section 8. Committees. The Board of Directors may, by resolution passed
by a majority of the Whole Board, designate one or more committees, each
committee to consist of one or more directors of the Corporation. 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
any such committee. In the absence or disqualification of a member of a
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 the member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution 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 Corporation. Each committee shall
keep regular minutes and report to the Board of Directors when required.

         Section 9. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors and/or such
other compensation as may be determined from time to time by the Board of
Directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor to the
extent permitted by law and the rules of any stock exchange or quotation system
on which the Corporation's stock is listed or traded. Members of special or
standing committees may be allowed like compensation for attending committee
meetings as determined by the Board of Directors from time to time. Compensation
paid to a Chairman of the Board who is not an employee of the Company is
considered to be compensation as a director for all purposes.

         Section 10. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its



                                       6
<PAGE>

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 authorizes the contract or transaction, or
solely because such director's or officer's votes are counted for such purpose,
if: (i) the material facts as to the director's or officer's 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; or (ii) the material facts as to the director's or
officer's 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 (iii) the contract or transaction is fair as to the Corporation
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.

         Section 11. Nominations of Directors; Election.

         (a) Subject to the rights, if any, of the holders of any series of
Preferred Stock (as defined in the Certificate of Incorporation) to elect
additional directors, only persons who are nominated in accordance with this
Section 11 will be eligible for election at a meeting of stockholders as
directors of the Corporation.

         (b) Nominations of persons for election as directors of the Corporation
may be made only at an annual meeting of stockholders (i) by or at the direction
of the Board of Directors or (ii) by any stockholder who is a stockholder of
record at the time of giving of notice provided for in this Section 11, who is
entitled to vote for the election of directors at such meeting and who complies
with the procedures set forth in this Section 11. If a stockholder, or a
beneficial owner on whose behalf any such nomination is made, has provided the
Company with a Nomination Solicitation Notice, as that term is defined in this
Section 11, such stockholder or beneficial owner must have delivered a proxy
statement and form of proxy to the holders of at least the percentage of shares
of the Company entitled to vote required to approve such nomination and included
in such materials the Nomination Solicitation Notice. All nominations by
stockholders must be made pursuant to timely notice in proper written form to
the Secretary.

         (c) To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
nor more than 90 calendar days prior to the first anniversary of the date on
which the Company first mailed its proxy materials for the preceding year's
annual meeting of stockholders; provided, however, that if the date of the
annual meeting is advanced more than 30 calendar days prior to, or delayed by
more than 30 calendar days after, the anniversary of the preceding year's annual
meeting, notice by the stockholder to be timely must be so delivered not later
than the close of business on the later of the 90th calendar day prior to such
annual meeting or the 10th calendar day following the day on which public
disclosure of the date of such meeting is first made. In no event shall the
public disclosure of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above.



                                       7
<PAGE>

         (d) To be in proper written form, such stockholder's notice must set
forth or include: (i) the name and address, as they appear on the Corporation's
books, of the stockholder giving the notice and of the beneficial owner, if any,
on whose behalf the nomination is made; (ii) a representation that the
stockholder giving the notice is a holder of record of stock of the Corporation
entitled to vote at such annual meeting and intends to appear in person or by
proxy at the annual meeting to nominate the person or persons specified in the
notice; (iii) the class and number of shares of stock of the Corporation owned
beneficially and of record by the stockholder giving the notice and by the
beneficial owner, if any, on whose behalf the nomination is made; (iv) a
description of all arrangements or understandings between or among any of (A)
the stockholder giving the notice, (B) the beneficial owner on whose behalf the
notice is given, (C) each nominee and (D) any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder giving the notice; (v) such other information
regarding each nominee proposed by the stockholder giving the notice as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the Board of Directors; (vi) the signed consent of
each nominee to serve as a director of the Corporation if so elected; (vii)
whether either such stockholder or beneficial owner intends to deliver a proxy
statement and form of proxy to holders of at least the percentage of shares of
the Company entitled to vote required to elect such nominee or nominees (an
affirmative statement of such intent, a "Nomination Solicitation Notice"); and
(viii) a representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the persons named in the notice.

         (e) At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director must furnish to the Secretary
that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. The presiding officer of any annual
meeting will, if the facts warrant, determine that a nomination was not made in
accordance with the procedures prescribed by this Section 11, and if such
officer should so determine, such officer will so declare to the meeting and the
defective nomination will be disregarded. Notwithstanding the foregoing
provisions of this Section 11, a stockholder must also comply with all
applicable requirements of the Exchange Act with respect to the matters set
forth in this Section 11.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

         Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors shall also choose a Chairman of the Board, who may be an
officer if so designated by the Board of Directors. The Board of Directors, in
its discretion, may also choose one or more Vice-Presidents, Assistant
Secretaries, Assistant Treasurers and other officers. Any number of offices may
be held by the same person, unless otherwise prohibited by law, the Certificate
of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.


                                       8
<PAGE>

         Section 2. Election. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier death,
resignation or removal. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

         Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board of Directors, the
President or any Vice-President and any such officer may, in the name of and on
behalf of the Corporation, 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 Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation 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.

         Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors need not be an employee or officer of the Corporation, but
must be a director of the Corporation. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders, subject to Section 8(a) of
Article II of these By-Laws, and of the Board of Directors. If the Chairman of
the Board of Directors is also an officer of the Corporation, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors, except where by law the signature of the
President is required. If the Chairman of the Board of Directors is also an
officer of the Corporation, during the absence or disability of the President,
the Chairman of the Board of Directors shall exercise all the powers and
discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to the Chairman of the Board of
Directors by these By-Laws or by the Board of Directors.

         Section 5. President. The President shall, subject to the control of
the Board of Directors and the Chairman of the Board of Directors, if the
Chairman of the Board of Directors is the Chief Executive Officer of the
Corporation (or, if the Chairman is not the Chief Executive Officer of the
Corporation, the Chief Executive Officer), have general supervision of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall execute all
bonds, mortgages, contracts and other instruments of the Corporation requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except that the other officers of
the Corporation may sign and execute documents when so authorized by these
By-Laws, the Board of Directors or the President. In the absence or disability
of the Chairman of the



                                       9
<PAGE>

Board of Directors, or if there be none, the President shall preside at all
meetings of the stockholders, subject to Section 8(a) of Article II of these
By-Laws, and if the President is a director, the Board of Directors. The
President shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to the President by these By-Laws or
by the Board of Directors.

         Section 6. Vice-Presidents. At the request of the President or in the
President's absence or in the event of the President's inability or refusal to
act (and if there be no Chairman of the Board of Directors who is an officer of
the Corporation or Chief Executive Officer of the Corporation), the
Vice-President or the Vice-Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Each Vice-President shall perform such other
duties and have such other powers as the Board of Directors from time to time
may prescribe. If there be no Chairman of the Board of Directors who is an
officer of the Corporation or Chief Executive Officer of the Corporation and no
Vice-President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the President or in the event of the
inability or refusal of the President to act, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.

         Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board of Directors or the President, under whose supervision the
Secretary shall be. If the Secretary shall be unable or shall refuse to cause to
be given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then the Board of
Directors, the Chairman of the Board of Directors (if the Chairman of the Board
is an officer of the Corporation) or the President may choose another officer to
cause such notice to be given. The Secretary shall have custody of the seal of
the Corporation and the Secretary or any Assistant Secretary, if there be one,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by such officer's signature. The Secretary shall see that
all books, reports, statements, certificates and other documents and records
required by law to be kept or filed are properly kept or filed, as the case may
be.

         Section 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board of Directors, the
President and the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his or her transactions as



                                       10
<PAGE>

Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, the Treasurer shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the Treasurer's office
and for the restoration to the Corporation, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the Corporation.

         Section 9. Assistant Secretaries. Except as may be otherwise provided
in these By-Laws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors (if the Chairman of the Board is an officer of the
Corporation), the Chairman of the Board of Directors, the President, any
Vice-President or the Secretary, and in the absence of the Secretary or in the
event of the Secretary's disability or refusal to act, shall perform the duties
of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.

         Section 10. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board of
Directors (if the Chairman of the Board is an officer of the Corporation), the
President, any Vice-President or the Treasurer, and in the absence of the
Treasurer or in the event of the Treasurer's disability or refusal to act, shall
perform the duties of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer. If required
by the Board of Directors, an Assistant Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the
Assistant Treasurer's office and for the restoration to the Corporation, in case
of the Assistant Treasurer's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his or her possession or under his or her control belonging to the
Corporation.

         Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK
                                      -----

         Section 1. Form of Certificates. Every holder of stock of the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors (if the Chairman of
the Board is an officer of the Corporation), the President or a Vice-President
and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.



                                       11
<PAGE>

         Section 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

         Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue 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 such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

         Section 4. Transfers. Except as otherwise provided in the Certificate
of Incorporation or in any Preferred Stock Designation, stock of the Corporation
shall be transferable in the manner prescribed by law and in these By-Laws.
Transfers of stock shall be made on the books of the Corporation only by the
person named in the certificate or by such person's attorney lawfully
constituted in writing and upon the surrender of the certificate therefor, which
shall be cancelled before a new certificate shall be issued.

         Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty days nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

         Section 6. Beneficial Owners. The Corporation 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.



                                       12
<PAGE>

                                   ARTICLE VI

                                     NOTICES
                                     -------

         Section 1. Notices. Whenever notice is required by law, the Certificate
of Incorporation or these By-Laws to be given to any stockholder, such notice
may be given by any means permitted by the Delaware General Corporation Law. If
mailed, notice shall be deemed given when deposited in the United States mail,
postage prepaid, addressed to such stockholder, at such stockholder's address as
it appears on the records of the Corporation. Written notice may also be given
personally or by facsimile. If electronically transmitted, notice shall be
deemed given when directed to an electronic mail address at which such
stockholder has consented to receive notice. Confirmation of receipt will not be
required.

         Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                  ARTICLE VII

                               GENERAL PROVISIONS
                               ------------------

         Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the 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.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in 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 Corporation, or for any proper purpose, and the
Board of Directors may modify or abolish any such reserve.

         Section 2. Disbursements. All checks or demands for money and notes of
the Corporation 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 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 4. Corporate Seal. The corporate seal shall be inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


                                       13
<PAGE>

                                  ARTICLE VIII

                                 INDEMNIFICATION
                                 ---------------

         Section 1. Indemnification. The Corporation shall indemnify any person
entitled to indemnification as provided in the Certificate of Incorporation (an
"Indemnitee").

         Section 2. Expenses Payable in Advance. Expenses (including, without
limitation, attorneys' and others' fees and expenses) incurred by an Indemnitee
in defending any actual or threatened civil, criminal, administrative or
investigative action, suit, proceeding or claim shall be payable by the
Corporation in advance of the final disposition thereof, as authorized by the
Board of Directors pursuant to this Section 2. For purposes of determining
whether to authorize advancement of expenses, unless otherwise provided in a
written agreement for indemnification between the Indemnitee and the
Corporation, the Indemnitee shall submit to the Board of Directors a sworn
statement of request for advancement of expenses averring that (i) the
Indemnitee has reasonably incurred or will reasonably incur actual expenses in
defending an actual civil, criminal, administrative or investigative action,
suit, proceeding or claim and (ii) the Indemnitee undertakes to repay such
amount if it ultimately shall be determined that the Indemnitee is not entitled
to be indemnified by the Corporation under any of the Certificate of
Incorporation, these By-Laws or any written agreement for indemnification. Upon
receipt of such a sworn statement, the Board of Directors shall within ten
calendar days authorize immediate payment of the expenses stated in the sworn
statement, whereupon such payments shall immediately be made by the Corporation.
No security shall be required in connection with any sworn statement and any
sworn statement shall be accepted without reference to the Indemnitee's ability
to make repayment.

                                   ARTICLE IX

                                   AMENDMENTS
                                   ----------

         Section 1. Amendments. Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, these By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted, either
(i) by the holders of a majority of the outstanding capital stock entitled to
vote thereon at any meeting of the stockholders, provided that notice of such
alteration, amendment, repeal or adoption of new By-Laws be contained in the
notice of such meeting of stockholders or (ii) by a majority of the Whole Board.

                                [End of Document]


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