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                                                                     EXHIBIT 3.2
                                                                     -----------

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       SMURFIT-STONE CONTAINER CORPORATION
                     (hereinafter called the "Corporation")

                                    ARTICLE 1

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 1.02. 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 2

                             MEETING OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. Subject to Section 2.03 hereof, 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 2.02. Annual Meetings. The annual meeting 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 meeting
the stockholders shall elect directors by a plurality vote, and transact such
other business as may properly be brought before the meeting. Written notice of
the annual meeting stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting.

     SECTION 2.03. Special Meetings. Unless otherwise prescribed by applicable
law, rule or regulation or by the Restated Certificate of Incorporation as it
may be amended from time to time (the "Certificate of Incorporation"), special
meetings of stockholders ("Special Meetings") may be called by any of (i) the
Chairman of the Board of Directors (the "Chairman"), (ii) the President and
Chief Executive Officer (the "CEO"), (iii) any Vice President, or (iv) the
Secretary, and shall be called by such officer, only at the request in writing
(delivered to such officer at the executive offices of the Corporation) of (x)
subject to Section 5.02(b) hereof, a majority of the entire Board of Directors
pursuant to a resolution adopted thereby (which resolution shall constitute the
aforementioned written request) or (y) the holders of at least 25% of the voting
power of the capital stock of the Corporation issued and outstanding and
entitled to vote, in either case, as promptly as practicable following such
request. Such

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request shall state the purpose or purposes of the meeting and the place, date
and hour of the meeting. The Corporation shall provide written notice of a
Special Meeting, stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called (as set forth in the written
request), not less than ten (10) nor more than sixty (60) days before the date
of the meeting to each stockholder entitled to vote at such meeting.

     In the event a Special Meeting is called for the purpose of electing one or
more directors, any stockholder may nominate a person or persons (as the case
may be) for election to such positions as are specified in the Corporation's
notice of the Special Meeting. In order for a stockholder to make a nomination,
such stockholder must provide timely notice thereof in proper written form to
the Secretary of the Corporation. To be timely, a stockholder's notice to the
Secretary must be delivered to or received at the principal executive offices of
the Corporation not later than the close of business on the tenth (10th) day
following the day on which the notice of the date of the Special Meeting was
mailed or public disclosure of the date of the Special Meeting was first made,
whichever first occurs. To be in proper written form, the stockholder's notice
must set forth, as to each person whom the stockholder proposes to nominate for
election as a director, the name, age, business address and residence address of
the person.

     No business shall be conducted at a Special Meeting except as described in
the notice of the Special Meeting, provided that, once business has been
properly brought before a Special Meeting, nothing in this Section 2.03 shall be
deemed to preclude discussion by any stockholder of any such business. If the
officer presiding at a Special Meeting determines that business was not properly
brought before the Special Meeting in accordance with the foregoing procedures,
such officer shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.

     SECTION 2.04. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock of
the Corporation 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
the 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 thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting (satisfying the requirements of the notice
described in Section 2.03 above) shall be given to each stockholder entitled to
vote at the meeting.

     SECTION 2.05. Voting. Unless otherwise required by applicable law, rule or
regulation or the Certificate of Incorporation or these Amended and Restated
Bylaws, any question brought before any meeting of stockholders shall be decided
by the vote of the holders of a majority of the voting power of the capital
stock of the Corporation represented and entitled to vote thereat. Each
stockholder represented at a meeting of stockholders shall be entitled to cast
one vote for each share of the capital stock entitled to vote thereat held by
such stockholder or such other vote as is set forth in the Certificate of
Incorporation. Such votes may be cast in


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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 his or her discretion, may require that any votes cast at such
meeting shall be cast by written ballot, provided that all elections of
directors shall be by written ballot.

     SECTION 2.06. 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 (10) 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 (10) days prior to
the meeting of stockholders, 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 of
stockholders during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present.

     SECTION 2.07. 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 2.06 or the books of the Corporation, or to
vote in person or by proxy at any meeting of stockholders.

     SECTION 2.08. Nomination of Directors at Annual Meetings. Subject to
Article 5 hereof, only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation at an annual meeting, except as may be otherwise provided in the
Certificate of Incorporation with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a specified number of directors
in certain circumstances. Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders (a) subject to
Article 5 hereof, by or at the direction of the Board of Directors (or any duly
authorized committee of the Board of Directors) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.08 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 2.08.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder at an annual meeting, such stockholder must have given
timely notice thereof in proper written form to the Secretary of the
Corporation. To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which notice of the


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date of the annual meeting was mailed or public disclosure of the date of the
annual meeting was first made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned of record or beneficially owned (such term, as used herein, as
defined in Section 5.06 below) by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended from time to time (the "Exchange Act"), and the
rules and regulations promulgated thereunder, and (b) as to the stockholder
giving the notice (i) the name and record address of such stockholder, (ii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iii) a description of
all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nominations) are to be made by such stockholder, to the extent such
information would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder, (iv) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to
nominate the persons named in its notice and (v) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

     Subject to Article 5 hereof, no person shall be eligible for election as a
director of the Corporation at an annual meeting unless nominated in accordance
with the procedures set forth in this Section 2.08. If the officer presiding at
an annual meeting of stockholders determines that a nomination was not made in
accordance with the foregoing procedures, such officer shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded. Nothing in this Section 2.08 shall affect the rights of
stockholders to remove and replace directors, or otherwise nominate and elect
directors, at a Special Meeting duly called for such purpose.

     SECTION 2.09. Business at Annual Meetings. No business may be transacted at
an annual meeting of stockholders, other than business that is either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation who (i) is a stockholder of record on the date of the giving
of the notice provided for in this Section 2.09 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
complies with the notice procedures set forth in this Section 2.09.


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     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation. To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was first made, whichever first
occurs. To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between 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 and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2.09; provided, however, that once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 2.09 shall be deemed to preclude discussion by any
stockholder of any such business. If the officer presiding at an annual meeting
of stockholders determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, such officer shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

                                    ARTICLE 3

                                    DIRECTORS

     SECTION 3.01. Number and Election of Directors. The Board of Directors
shall consist of not less than three (3) nor more than fifteen (15) members, the
exact number of which shall initially upon the adoption of these Amended and
Restated Bylaws be ten (10) and, subject to the Certificate of Incorporation,
shall be fixed thereafter from time to time by resolution of the Board of
Directors adopted in accordance with Section 3.05 hereof. Except as provided in
Section 3.02, directors shall be elected by a plurality of the votes cast at
annual meetings of stockholders, or at a Special Meeting duly called for such
purpose, and each director so elected shall hold office until the next annual
meeting of stockholders and until his or her successor is duly elected and
qualified, or until his or her earlier death or incapacity, resignation,
retirement, disqualification or removal from office. Any director may resign at
any time upon notice to the Corporation. Directors need not be stockholders.


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     SECTION 3.02. Vacancies. Subject to Article 5 hereof and the terms of any
one or more classes or series of preferred stock of the Corporation, newly
created directorships resulting from any increase in the number of directors and
any vacancies in the Board of Directors resulting from death or incapacity,
resignation, retirement, disqualification or removal from office may be filled
only by the affirmative vote of a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, or by stockholders
at a Special Meeting duly called for such purpose, and directors so elected
shall hold office until the next annual meeting of stockholders and until their
successors are duly elected and qualified, or until their earlier death or
incapacity, resignation, retirement, disqualification or removal from office.

     SECTION 3.03. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which, directly or
through one or more committees thereof as provided herein, 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 Amended and Restated
Bylaws directed or required to be exercised or done by the stockholders.

     SECTION 3.04. Meetings. The Board of Directors 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, the
CEO, or any director. Notice thereof stating the place, date and hour of the
meeting and the matters to be acted on at such meeting shall be given to each
director either by mail not less than forty-eight (48) hours before the date of
the meeting (and, if such notice is given by mail within seven (7) days prior to
the date of the meeting, concurrently by telephone, telegram, facsimile,
electronic mail, telex or cable), by telephone, telegram, facsimile, telex or
cable on twenty-four (24) hours' notice, or on such shorter notice as the person
or persons calling such meeting may deem necessary or appropriate in the
circumstances.

     SECTION 3.05. Quorum; Actions by Board. Except as may be otherwise
specifically provided by applicable law, the Certificate of Incorporation or
these Amended and Restated Bylaws, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act 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
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 3.06. Action by Written Consent. Unless otherwise provided by the
Certificate of Incorporation or these Amended and Restated 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 any committee thereof, 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 3.07. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Amended and Restated
Bylaws, members of


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the Board of Directors, or any committee thereof, may participate in a meeting
of the Board of Directors or such committee by means of conference telephone or
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 3.07 shall constitute presence in person at such meeting.

     SECTION 3.08. Committees. Subject to Article 5 hereof, the Board of
Directors may, by resolution, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. Except as
otherwise provided in these Amended and Restated Bylaws, any committee, to the
extent allowed by applicable 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 3.09. 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 a
stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     SECTION 3.10. 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 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 his, her or their
votes are counted for such purpose if (i) the material facts as to his, her 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 votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the material
facts as to his, her 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 (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. 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 3.11. Compensation Committee. There is hereby established a
Compensation Committee. The Compensation Committee shall consist of such number
of directors as from time to time shall be designated by the Board of Directors,
who shall serve on such committee for the term for which each member is
designated or until such member's successor is duly elected and qualified, or
until such member's earlier death or incapacity, resignation, retirement,
disqualification or removal from office. None of the members of the Compensation
Committee shall be an officer or an employee of the Corporation or of any


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subsidiary of the Corporation. The Compensation Committee shall have the duty to
review at least once each fiscal year and to establish compensation (including
fringe benefits) for all Executive Officers (such term, as used in these Amended
and Restated Bylaws, shall have the meaning of the term "officer" as defined in
Rule 16a-1 under the Exchange Act) of the Corporation and its subsidiaries. The
Compensation Committee shall also have the exclusive authority to approve the
adoption of, amendment to and make all decisions with respect to, all bonus,
incentive and other employee benefit plans (including, without limitation,
equity-based or equity-related plans) and shall make all decisions with respect
to grants or awards thereunder.

     SECTION 3.12. Audit Committee. (a) There is hereby established an Audit
Committee of the Board of Directors which shall be comprised exclusively of
Directors who meet the independence and experience requirements of Rule
4200(a)(15) of the National Association of Securities Dealers' listing standards
and any other qualifications required by any stock exchange or the Securities
Exchange Commission applicable to the Corporation. The Audit Committee shall
have the powers and authority set forth in the written charter of the Audit
Committee approved and adopted by the Board of Directors.

                                    ARTICLE 4

                                    OFFICERS

     SECTION 4.01. General. The officers of the Corporation shall be chosen by
the Board of Directors and there shall be a Chairman (who must be a director), a
CEO, a Chief Financial Officer (the "CFO"), a Secretary and a Treasurer. 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
applicable law, rule or regulation, the Certificate of Incorporation or these
Amended and Restated Bylaws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman, need
such officers be directors of the Corporation.

     SECTION 4.02. Election. The Board of Directors at its 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 or incapacity,
resignation, retirement, disqualification or removal from office. Any officer
elected by the Board of Directors may be removed at any time by the affirmative
vote of a majority of the directors present at any meeting of the Board of
Directors at which there is a quorum. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors. The compensation of all
officers of the Corporation shall be determined as set forth in Section 3.11
hereof.

     SECTION 4.03. Voting Securities Owned by the Corporation. Subject to the
control of the Board of Directors, 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 CEO, the CFO or any Vice President and


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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 powers 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 4.04. Chairman of the Board of Directors. The Chairman shall serve
as the non-executive chairman of the Board of Directors and shall be a member of
the Board of Directors. The Chairman shall preside at all meetings of the
stockholders and of the Board of Directors at which the Chairman is present.
Subject to the control of the Board of Directors, the Chairman, together with
the CEO, shall have general supervisory responsibilities with respect to the
business affairs and officers of the Corporation. The Chairman shall also
perform such other duties and may exercise such other powers as from time to
time may be assigned to him or her by these Amended and Restated Bylaws or by
the Board of Directors.

     SECTION 4.05. Chief Executive Officer. Subject to the control of the Board
of Directors, the CEO, together with the Chairman, shall have general
supervisory responsibilities with respect to the business affairs and officers
of the Corporation. The CEO 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 applicable law, rule or
regulation 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 Amended and Restated Bylaws, the Board of Directors or the CEO. In the
absence or disability of the Chairman, the CEO shall preside at all meetings of
the stockholders and of the Board of Directors. The CEO shall also perform such
other duties and may exercise such other powers as from time to time may be
assigned to him or her by these Amended and Restated Bylaws or by the Board of
Directors.

     SECTION 4.06. Chief Financial Officer. The CFO shall exercise general
supervision over the finances of the Corporation and shall supervise and be
responsible for all matters pertaining to the raising of debt and equity capital
and cash management functions of the Corporation. The CFO shall render
periodically such balance sheets and other financial statements or reports
relating to the business of the Corporation as may be required by the Board of
Directors, the Chairman, the CEO or any other authorized officer of the
Corporation. The CFO shall be a Vice President and shall report to the CEO.

     SECTION 4.07. Vice Presidents. At the request of the CEO or in the absence
of the CEO or in the event of the inability or refusal of the CEO to act, the
Vice President or the Vice Presidents if there is more than one (first the EVP,
second the CFO and then in the order designated by the Board of Directors) shall
perform the duties of the CEO, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the CEO. 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 Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the CEO or in the event of the inability or refusal of the CEO to act, shall
perform the duties of the CEO, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the CEO.


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     SECTION 4.08. 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 of the
Board of Directors 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 or the CEO, under whose supervision he or she 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, either the Board of Directors or
the CEO 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 his 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 4.09. Treasurer. The Treasurer shall have 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 CEO 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 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 his or her office and for the
restoration to the Corporation, in case of his or her death or incapacity,
resignation, retirement, disqualification 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 4.10. Assistant Secretaries. Except as may be otherwise provided in
these Amended and Restated Bylaws, 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, the CEO, any Vice President, if there be one, or
the Secretary and in the absence of the Secretary or in the event of his or her
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 4.11. 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 CEO, any Vice President, if
there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of his or her 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


                                       10

<PAGE>

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 his or her office and for the restoration to the Corporation,
in case of his or her death or incapacity, resignation, retirement,
disqualification 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 4.12. 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 5

              CERTAIN PROVISIONS CONCERNING THE BOARD OF DIRECTORS

     SECTION 5.01. Representation on the Board of Directors. (a) There is hereby
established a Nominating Committee ("Nominating Committee") for designating
persons as the nominees of the Board of Directors for election as directors and
for filling director vacancies, as provided below. The Nominating Committee
shall consist of such number of directors as from time to time shall be
designated by the Board of Directors, who shall serve on such committee for the
term for which each member is designated or until such member's successor is
duly elected and qualified, or until such member's earlier death or incapacity,
resignation, retirement, disqualification or removal from office. Except as
otherwise provided in this Article 5, the Nominating Committee shall exercise
all power and authority of the Board of Directors with respect to designating
persons as the nominees of the Board of Directors for election to, or appointing
persons to fill vacancies on, the Board of Directors.

     (b) Prior to each meeting of the stockholders at which directors are to be
elected, the Nominating Committee shall designate the nominees for election as
directors. So long as Morgan Stanley Leverage Equity Fund II, Inc. ("MSLEF")
beneficially owns at least the MSLEF Threshold Amount of Shares (as defined in
Section 5.06 below) the Nominating Committee shall designate one (1) person for
nomination to the Board of Directors who is designated by MSLEF to the
Nominating Committee prior to the stockholders meeting.

     (c) At each meeting of the stockholders at which directors are to be
elected, the officer of the Corporation presiding at such meeting shall
nominate, on behalf of the Nominating Committee, as directors the persons
designated for nomination by the Nominating Committee in accordance with
paragraph (b) above, and the nominations so made shall be deemed for purposes of
Section 2.08 hereof to be made at the direction of the Nominating Committee. At
any meeting of stockholders at which directors are to be elected, neither the
Board of Directors nor any committee thereof shall nominate or direct there to
be nominated as a director any person not designated by the Nominating
Committee.

     (d) If any director is removed from the Board of Directors, resigns,
retires, dies or otherwise cannot continue to serve as a member of the Board of
Directors, and such director is:


                                       11

<PAGE>

          (i)  a MSLEF Director (as defined in Section 5.06 below), then a
     majority of the entire Board of Directors shall have the exclusive
     authority to appoint a person to fill such vacancy, provided that if (A) a
     MSLEF Director tenders his or her resignation from the Board of Directors
     effective as of a future date, (B) prior to and in contemplation of such
     future date MSLEF designates to the Nominating Committee a person to
     replace such resigning MSLEF Director, and (C) at such future date MSLEF
     beneficially owns at least the MSLEF Threshold Amount of Shares, then such
     person so designated by MSLEF to the Nominating Committee shall be
     appointed to the Board of Directors effective as of such future date (to
     fill the vacancy left by the resigning MSLEF Director) and such successor
     shall be considered as the MSLEF Director; or

          (ii) not a MSLEF Director, then a majority of the entire Board of
     Directors shall have the exclusive authority to appoint a person to fill
     such vacancy.

     (e) Notwithstanding anything to the contrary contained herein, if at any
time MSLEF beneficially owns less than the MSLEF Threshold Amount of Shares (i)
from and after such time, the director serving as the MSLEF Director shall no
longer be considered as the MSLEF Director and (ii) the obligation of the
Nominating Committee to nominate a MSLEF Director shall cease and terminate.

     SECTION 5.02. Removal of Directors. The Board of Directors shall not
request that a Special Meeting be called, at which meeting the removal of a
director from office is to be voted on, or vote to remove the Chairman of the
Board as an officer of the Corporation, unless the Board of Directors has first
determined, by the affirmative vote of at least 75% of the members of the entire
Board of Directors, that there exists Cause (as defined in Section 5.06 below)
to remove such director from the Board of Directors or remove the Chairman of
the Board as an officer of the Corporation, provided that this Section 5.02
shall not apply to the calling of a Special Meeting to remove the MSLEF Director
at any time after MSLEF beneficially owns less than the MSLEF Threshold Amount
of Shares.

     SECTION 5.03. Independent Committee. (a) There is hereby established an
Independent Committee of the Board of Directors which shall be comprised
exclusively of three or more Independent Directors designated by not less than
the majority of the members of the Board of Directors, and the MSLEF Director,
if any.

     (b) The Board of Directors shall not authorize or approve any of the
following actions unless such actions shall first have been recommended by at
least a majority of the members of the entire Independent Committee: any
commercial or other transactions (including, without limitation, any squeeze-out
of other stockholders effected by merger, reverse stock split or otherwise) and
agreements between the Corporation and its subsidiaries, on the one hand, and
Jefferson Smurfit Group, plc ("JSG") and its subsidiaries (other than the
Corporation and its subsidiaries), on the other hand, other than (x)
transactions pursuant to the current terms of agreements currently in effect on
the date of the Merger Agreement (as defined in Section 5.06 below) or entered
into in connection with the Merger Agreement, or replacement agreements (so long
as the terms of such replacement agreements are not materially less favorable to
the Corporation), (y) any individual sale of assets involving a net book value
or purchase price of less than $5,000,000 (provided that the aggregate amount of
all such sales within any 12-month


                                       12

<PAGE>

period shall not exceed $50,000,000), or (z) product sales in the ordinary
course of business effected on arm's length equivalent terms and not otherwise
requiring Board of Directors approval.

     SECTION 5.04. Standstill Agreement. (a) The Independent Committee shall
have the authority and responsibility for enforcing against JSG the Standstill
Agreement (as defined in Section 5.06 below).

     (b) The entire Board of Directors shall have the authority and
responsibility for enforcing against MSLEF the Standstill Agreement; provided ,
that the MSLEF Director (if any) shall be prohibited from voting in or
deliberating with respect to any such enforcement.

     SECTION 5.05. Amendment. Article 5 of these Amended and Restated Bylaws may
not be altered, amended or repealed, nor may any provision inconsistent with
Article 5 be adopted except by:

     (a) a majority of the members of the entire Board of Directors, provided
that, for so long as MSLEF owns not less than the MSLEF Threshold Amount of
Shares, the unanimous approval of each of the members of the entire Board of
Directors shall be required for the Board of Directors to amend any provisions
of these Amended and Restated Bylaws relating to (i) requirement of the
Nominating Committee to nominate a MSLEF Director, (ii) the inclusion of the
MSLEF Director on the Independent Committee (if such committee exists), (iii)
the nomination, removal or replacement of the MSLEF Director or (iv) this
proviso of this paragraph (a); or

     (b) the affirmative vote of the stockholders, required by the Certificate
of Incorporation , these Amended and Restated Bylaws and the GCL provided that,
for so long as MSLEF owns not less than the MSLEF Threshold Amount of Shares,
the affirmative vote of the holders of at least 75% of the voting power of the
Corporation's then outstanding capital stock entitled to vote thereon shall be
required for the stockholders to amend any provisions of these Amended and
Restated Bylaws relating to (i) the requirement of the Nominating Committee to
nominate a MSLEF Director, (ii) the inclusion of the MSLEF Director on the
Independent Committee (if such committee exists), (iii) the nomination, removal
or replacement of the MSLEF Director or (iv) this proviso of this paragraph (b).

     SECTION 5.06. Certain Definitions. The following terms as used in these
Amended and Restated Bylaws shall have the following meanings:

     "beneficially owns" (or any similar phrase) shall have the meaning set
forth in Rule 13d-3 under the Securities Exchange Act of 1934, as such rule was
in effect on May 10, 1998. An entity shall not be deemed to beneficially own
securities held in a pension trust or non-profit foundation or trust controlled
by such entity.

     "Cause" means an officer's or director's (i) willful and continued failure
to substantially perform his or her duties to the Corporation in accordance with
his or her established position at


                                       13

<PAGE>

the Corporation, (ii) willful conduct which is significantly injurious to the
Corporation, monetarily or otherwise or (iii) conviction for, or guilty plea to,
a felony.

     "Independent" means, with respect to any director or prospective director
and with respect to any corporation, an individual who, in accordance with Rule
303.00 of The New York Stock Exchange (the "NYSE"), as such rule or any
successor rule may be amended from time to time, would be eligible for
membership on an Audit Committee of such corporation if it were listed on the
NYSE and who is not (i) an officer or employee of, or consultant or professional
advisor (or employee, officer or partner of an entity that is such) to the
corporation or any of its subsidiaries, (ii) a beneficial owner of more than 15%
of the outstanding shares of common stock of the corporation or (iii) an officer
or employee of, or consultant or professional advisor (or employee, officer or
partner of an entity that is such) to, any such beneficial owner.

     "Independent Director" means, with respect to any director or prospective
director of the Corporation, an individual who is Independent with respect to
the Corporation.

     "Merger Agreement" means the Merger Agreement by and among Jefferson
Smurfit Corporation, JSC Acquisition Corporation and Stone Container
Corporation, dated May 10, 1998, as amended and as it may be further amended
from time to time.

     "MSLEF Director" means, subject to Section 5.01(e) hereof, each director
nominated or appointed by the Board of Directors who is designated by MSLEF to
the Nominating Committee accordance with this Article 5, and if there is then
otherwise no MSLEF Director, no more than one director designated as such by the
affirmative vote of the holders of at least a majority of the voting power of
the Corporation's then outstanding capital stock entitled to vote thereon.

     "MSLEF Threshold Amount of Shares" means 1,000,000 shares of the Common
Stock of the Corporation, determined on a primary basis and adjusted, as
appropriate, for any stock dividend or similar distribution of capital stock of
the Corporation, stock split, reclassification, recapitalization, stock
combination or other similar change involving the Common Stock of the
Corporation.

     "Standstill Agreement" means the Standstill Agreement by and among JSG,
MSLEF and the Corporation, dated as of May 10, 1998, as amended.

                                    ARTICLE 6

                                      STOCK

     SECTION 6.01. Forms of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman, the CEO or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by him in the
Corporation.

     SECTION 6.02. Signatures. Any or all of the signatures on a 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


                                       14

<PAGE>

registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue.

     SECTION 6.03. 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 his or her 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 amount 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 6.04. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by applicable law, rule or regulation and in these Amended
and Restated Bylaws. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by his or her
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 6.05. 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 a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) days nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     SECTION 6.06. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares of capital stock 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. Notwithstanding this Section 6.06, the determination
of whether MSLEF owns the MSLEF Threshold Amount of Shares shall be calculated
based on the beneficial ownership of such stock by MSLEF.


                                       15

<PAGE>

                                    ARTICLE 7

                                     NOTICES

     SECTION 7.01. Notices. Whenever written notice is required by applicable
law, rule or regulation, the Certificate of Incorporation or these Amended and
Restated Bylaws to be given to any director, member of a committee or
stockholder, such notice may be given by mail, addressed to such director,
member of a committee or stockholder, at his or her address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail: Written notice may also be given personally or by telegram,
facsimile, telex or cable.

     SECTION 7.02. Waivers of Notice. Whenever any notice is required by
applicable law, rule or regulation, the Certificate of Incorporation or these
Amended and Restated Bylaws 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 8

                               GENERAL PROVISIONS

     SECTION 8.01. Dividends. Dividends upon the capital stock of the
Corporation, if any, may, subject to the provisions of the Certificate of
Incorporation, 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 8.02. 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 8.03. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     SECTION 8.04. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, and may have inscribed thereon 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.


                                       16

<PAGE>

                                    ARTICLE 9

                                 INDEMNIFICATION

     SECTION 9.01. Power to Indemnify in Actions, Suits or Proceedings other
than those by or in the Right of the Corporation. Subject to Section 9.03
hereof, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, trustee, administrator, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts (including attorneys' fees paid in settlement) actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

     SECTION 9.02. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 9.03 hereof, the Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director, officer, trustee, administrator, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such excuses which the Court of Chancery or such other court shall
deem proper.

     SECTION 9.03. Authorization of Indemnification. Any indemnification under
this Article 9 (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
such person is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 9.01 or Section 9.02 hereof,
as the case may be. Such determination shall be made with


                                       17

<PAGE>

respect to a person who is a director or officer at the time of such
determination, (i) by the Board of Directors by a majority vote of the directors
who were not parties to such action, suit or proceeding (the "Uninvolved
Directors") even though less than a quorum, or (ii) by a committee of such
Uninvolved Directors designated by majority vote of the Uninvolved Directors,
even though less than a quorum, or (iii) if there are no Uninvolved Directors,
or if the Uninvolved Directors so direct, by independent legal counsel in a
written opinion, or (iv) by the stockholders. To the extent, however, that a
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.

     SECTION 9.04. Good Faith Defined. For purposes of any determination under
Section 9.03 hereof, a person shall be deemed to have acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe such person's conduct was
unlawful, if such person's action is based on the records or books of account of
the Corporation or another enterprise, or on information supplied to such person
by the officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The term "another enterprise" as used in this Section 9.04
shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, trustee,
administrator, employee or agent. The provisions of this Section 9.04 shall not
be deemed to be exclusive or to limit in any way the circumstances in which a
person may be deemed to have met the applicable standard of conduct set forth in
Section 9.01 or 9.02 hereof, as the case may be.

     SECTION 9.05. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 9.03 hereof, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
9.01 and 9.02 hereof. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standards of
conduct set forth in Section 9.01 or 9.02 hereof, as the case may be. Neither a
contrary determination in the specific case under Section 9.03 hereof nor the
absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has
not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Section 9.05 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled to
be paid the expense of prosecuting such application.

     SECTION 9.06. Expenses Payable in Advance. Expenses (including, without
limitation, attorneys' fees) actually and reasonably incurred by a director or
officer in defending


                                       18

<PAGE>

or investigating a threatened or pending action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article 9.

     SECTION 9.07. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Article 9 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any Bylaw, agreement, contract, vote of stockholders or disinterested
directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of, and advances of
expenses to, the persons specified in Section 9.01 and 9.02 hereof shall be made
to the fullest extent permitted by law. The provisions of this Article 9 shall
not be deemed to preclude the indemnification of, and advancement of expenses
to, any person who is not specified in Sections 9.01 or 9.02 of this Article 9
but whom the Corporation has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of Delaware (the "GCL"),
or otherwise.

     SECTION 9.08. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation or is or was a director or officer of the Corporation serving at the
request of the Corporation as a director, officer, trustee, administrator,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power or the obligation to indemnify such person against such liability under
the provisions of this Article 9.

     SECTION 9.09. Certain Definitions. For purposes of this Article 9,
references to "the Corporation" shall include, in addition to the Corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors or
officers, so that any person who is or was a director or officer of such
constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, trustee, administrator, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, shall stand in the same position under the provisions of this
Article 9 with respect to the resulting or surviving corporation as such person
would have had with respect to such constituent corporation if its separate
existence had continued. For purposes of this Article 9, references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, trustee, administrator,
employee or agent of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an


                                       19

<PAGE>

employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Corporation" as referred to in this Article 9.

     SECTION 9.10. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses obligations set forth in this
Article 9 shall inure to the benefit of the heirs, executors, administrators and
personal representatives of those persons entitled thereto and shall be binding
upon any successor to the Corporation to the fullest extent permitted by law.
Neither any amendment or repeal of the provisions of this Article 9 nor adoption
of any provision of the Certificate of Incorporation or of these Amended and
Restated Bylaws which is inconsistent with the provisions of this Article 9
shall adversely affect any right or protection of a person existing at the time
of such amendment, repeal or adoption with respect to actions, suits or
proceedings relating to acts or omissions of such person occurring prior to such
amendment, repeal or adoption.

     SECTION 9.11. Limitation on Indemnification. Notwithstanding anything
contained in this Article 9 to the contrary, except for proceedings to enforce
rights to indemnification and rights to advancement of expenses (which shall be
governed by Section 9.06 hereof), the Corporation shall not be obligated to
indemnify, or advance expenses to, any director or officer in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized or consented to by the Board of Directors.

     SECTION 9.12. Indemnification of Employees and Agents. The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article 9 to
directors and officers of the Corporation.

                                   ARTICLE 10

                                   AMENDMENTS

     SECTION 10.01. Subject to Article 5 hereof, these Amended and Restated
Bylaws may not be altered, amended or repealed, in whole or in part, nor may new
Bylaws be adopted, except by a majority of the members of the entire Board of
Directors or by the affirmative vote of stockholders as required by the
Certificate of Incorporation, these Amended and Restated Bylaws and the GCL;
provided, 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.

     SECTION 10.02. Entire Board of Directors. As used in these Amended and
Restated Bylaws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.


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